HAVAS ADVERTISING, 424B3, 2000-08-29

HAVAS ADVERTISING
424B3, 2000-08-29
ADVERTISING AGENCIES

Previous: STORA ENSO OYJ, U-57, 2000-08-29

Next: GROWTH MUTUAL FUND PORTFOLIO, NSAR-A, 2000-08-29

<PAGE>

Filed pursuant to Rule 424(B)(3)
Registration No. 333-43362

Prospectus of Proxy Statement of

[SNYDER COMMUNICATIONS, INC. LOGO]
[HAVAS ADVERTISING LOGO]

Special Meeting of Stockholders to be
for up to approximately Held
94,273,674 American Depository at 9:00 a.m., Eastern Time, on September
Shares 25, 2000

Dear Stockholders:

You are invited to attend a special meeting of Snyder Communications
stockholders, to be held at The Ritz-Carlton Hotel, Tysons Corner, 1700 Tysons
Boulevard, McLean, Virginia 22102 on Monday, September 25, 2000 at 9:00 a.m.,
eastern time.

At the special meeting, Snyder Communications will ask you to consider and
adopt a merger proposal recommended by its board of directors whereby Snyder
Communications and Havas Advertising will merge and, following the merger,
Snyder Communications will be a subsidiary of Havas Advertising.

If stockholders approve the merger proposal, each share of existing SNC
common stock will be changed into the right to receive a number of fully paid
and non-assessable American Depositary Shares, or ADSs, of Havas Advertising
representing Havas Advertising shares. The actual number of Havas Advertising
ADSs that the holders of SNC common stock will receive will be determined
immediately prior to completion of the merger in accordance with formulas
specified in the merger agreement and described beginning on page 65 of this
proxy statement/prospectus. Assuming the merger had taken place on August 15,
2000, Havas Advertising would have issued up to approximately 94,273,674 ADSs
in the merger. Shares of Circle.com common stock will remain outstanding after
the merger.

The Havas Advertising ADSs will be quoted on the Nasdaq National Market
System under the symbol "HADV." Circle.com common stock will continue to be
quoted on the Nasdaq National Market System under the symbol "CIRC."

The merger should be tax-free to you, except with respect to any cash you
receive in lieu of fractional Havas Advertising ADSs.

Snyder Communications' board of directors unanimously recommends that you
vote in favor of the merger. This proxy statement/prospectus provides you with
detailed information about the merger. Snyder Communications encourages you to
read this entire document carefully.

Daniel M. Snyder
Chairman and Chief Executive
Officer

You should carefully consider the risk factors relating to the merger. Please
read the "Risk Factors" beginning on page 27.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the Havas Advertising shares or Havas
Advertising ADSs to be issued in the merger, or determined if this proxy
statement/prospectus is truthful or complete. Any representation to the
contrary is a criminal offense. This proxy statement/prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction where an offer or solicitation would be illegal.

This proxy statement/prospectus is dated August 24, 2000 and is first being
mailed to stockholders on August 25, 2000.
<PAGE>

6903 Rockledge Drive
15th Floor
Bethesda, Maryland 20817

Notice of Special Meeting of Stockholders
to be Held on September 25, 2000.

August 24, 2000

To Snyder Communications Stockholders:

Snyder Communications hereby gives you notice that a special meeting of its
stockholders will be held at The Ritz-Carlton Hotel, Tysons Corner, 1700 Tysons
Boulevard, McLean, Virginia, 22102 on Monday, September 25, 2000, at 9:00 a.m.,
eastern time. At the meeting, Snyder Communications will ask you to consider
and vote upon a proposal to approve and adopt the merger agreement among Snyder
Communications, Havas Advertising and HAS Acquisition Corp. as described in the
attached proxy statement/prospectus. Your board of directors recommends that
you vote in favor of the proposal.

Your board of directors has fixed the close of business on August 21, 2000 as
the record date to determine the holders of SNC common stock and Circle.com
common stock entitled to notice of and to vote at the special meeting. Approval
of the merger agreement and the merger requires the affirmative vote of a
majority of the voting rights represented by the outstanding shares of SNC
common stock and Circle.com common stock, voting together as a single class.
Only stockholders of record at the close of business on that date will be
entitled to vote at the meeting. A list of those stockholders will be available
for inspection before or at the meeting.

The attached proxy statement/prospectus contains detailed information
relating to the proposal to approve and adopt the merger agreement and the
merger. Whether or not you plan to attend the special meeting, please take the
time to vote by proxy today. Your failure to vote will have the same effect as
a vote against the merger.

Please do not send any of your stock certificates at this time.

By order of the board of directors,

David B. Pauken
Secretary

Your vote is very important. Whether or not you expect to attend the meeting,
please take the time to vote today by following the simple instructions on the
enclosed proxy card. If you need assistance in voting your shares, please call
our proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-888-750-5834.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION....................................... 2
STOCK SPLIT............................................................... 4
QUESTIONS AND ANSWERS ABOUT THE MERGER.................................... 5
SUMMARY................................................................... 8
RISK FACTORS.............................................................. 27
THE SPECIAL MEETING....................................................... 37
Time and Place.......................................................... 37
Record Date............................................................. 37
Purpose of the Special Meeting.......................................... 37
Vote Required to Approve the Merger Proposal............................ 37
Quorum.................................................................. 38
Proxies................................................................. 38
Solicitation of Proxies................................................. 39
THE MERGER................................................................ 40
Background of the Merger................................................ 40
Snyder Communications' Reasons for the Merger........................... 43
Factors Considered by, and Recommendation of, the Snyder Communications
Board.................................................................. 44
Opinion of Snyder Communications' Financial Advisor..................... 46
Havas Advertising's Reasons for the Merger.............................. 55
Projected Financial Information and Targeted Levels of Financial Perfor-
mance.................................................................. 56
Interests of Snyder Communications Management and Board of Directors in
the Merger............................................................. 57
No Dissenters' Rights................................................... 58
Material U.S. Federal Income Tax Consequences of the Merger............. 58
Quotation on the Nasdaq National Market System.......................... 60
Governmental and Regulatory Approvals................................... 60
Restrictions on Resales by Affiliates................................... 61
Anticipated Accounting Treatment and Effects............................ 63
Other Effects of the Merger............................................. 63
TERMS OF THE MERGER AGREEMENT AND RELATED TRANSACTIONS.................... 65
The Merger.............................................................. 65
Closing and Effective Time.............................................. 65
Merger Consideration.................................................... 65
Procedures for Exchange of Certificates................................. 70
Fractional Shares....................................................... 70
Representations and Warranties.......................................... 70
Covenants............................................................... 71
No Solicitation......................................................... 73
Effect on Stock Options................................................. 73
Effect on Employee Benefit Matters...................................... 74
Conditions to Completion of the Merger.................................. 75
Termination............................................................. 76
Effects of Termination.................................................. 76
Termination Payments.................................................... 77
Other Expenses.......................................................... 77
Indemnification......................................................... 77
Amendments and Waivers.................................................. 78
Other Merger-Related Agreements......................................... 78
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
DESCRIPTION OF HAVAS ADVERTISING......................................... 80
Overview............................................................... 80
History................................................................ 81
Advertising and Communications Services................................ 82
Key Industry Trends.................................................... 83
Business Objectives.................................................... 84
Business Strategy...................................................... 85
Organization into Four Divisions....................................... 86
Competition............................................................ 89
Intellectual Property.................................................. 90
Government Regulation.................................................. 90
Employees and Labor Relations.......................................... 91
Properties............................................................. 92
Legal Proceedings...................................................... 92
SELECTED CONSOLIDATED FINANCIAL DATA OF HAVAS ADVERTISING................ 94
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA OF HAVAS
ADVERTISING............................................................. 95
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF HAVAS ADVERTISING.................................... 101
MANAGEMENT OF HAVAS ADVERTISING AND THE SURVIVING CORPORATION............ 115
Board of Directors of Havas Advertising................................ 115
The Executive Committee of Havas Advertising........................... 116
The Audit Committee of Havas Advertising............................... 117
Compensation Of Directors and Officers of Havas Advertising............ 118
Options to Purchase Securities from Havas Advertising ................. 118
Transactions Involving Directors, Officers and Shareholders of Havas
Advertising........................................................... 120
Board of Directors of the Surviving Corporation........................ 120
Officers of the Surviving Corporation.................................. 121
Compensation of Directors and Officers of the Surviving Corporation.... 121
Potential Conflict of Interest of Directors and Officers of the Surviv-
ing Corporation....................................................... 122
DESCRIPTION OF SNYDER COMMUNICATIONS..................................... 123
SELECTED CONSOLIDATED FINANCIAL DATA OF SNYDER COMMUNICATIONS............ 124
PRINCIPAL SHAREHOLDERS OF HAVAS ADVERTISING.............................. 128
PRINCIPAL STOCKHOLDERS OF SNYDER COMMUNICATIONS.......................... 129
DESCRIPTION OF HAVAS ADVERTISING SHARE CAPITAL........................... 132
General................................................................ 132
Share Capital.......................................................... 132
Shareholders' Meetings and Voting Rights............................... 132
Dividends.............................................................. 135
Changes in Share Capital............................................... 136
Preferential Subscription Rights....................................... 137
Repurchases of Havas Advertising Shares................................ 137
Trading in Havas Advertising's Own Shares.............................. 137
Convertible/Exchangeable Bonds, Warrants and Stock Options............. 138
Form, Holding and Transfer of Havas Advertising Shares................. 139
Requirements for Holdings Exceeding Specified Percentages.............. 139
Exchange Controls...................................................... 140
Ownership of Havas Advertising Shares or Havas Advertising ADSs by Non-
French Persons........................................................ 140
Liquidation Rights..................................................... 141
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
DESCRIPTION OF AMERICAN DEPOSITARY SHARES AND AMERICAN DEPOSITARY
RECEIPTS............................................................... 142
American Depositary Receipts............................................ 142
Share Dividends and Other Distributions................................. 142
Deposit, Withdrawal and Cancellation.................................... 143
Voting Rights........................................................... 144
Record Dates............................................................ 145
Reports and Other Communications........................................ 145
Fees and Expenses....................................................... 145
Payment of Taxes........................................................ 145
Reclassifications, Recapitalizations and Mergers........................ 146
Amendment and Termination............................................... 146
Limitations on Obligations and Liability to ADR Holders................. 147
Disclosure of Interest in Havas Advertising ADSs........................ 147
Requirements for Depositary Actions..................................... 148
Books of Depositary..................................................... 148
Pre-release of Havas Advertising ADSs................................... 148
The Depositary.......................................................... 149
NATURE OF TRADING MARKET.................................................. 150
Overview................................................................ 150
The Paris Bourse........................................................ 150
Dividends............................................................... 151
EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS........ 151
Ownership of Shares by Non-French Residents............................. 151
Exchange Controls....................................................... 151
TAXATION.................................................................. 152
French Taxation......................................................... 152
Taxation of U.S. Investors.............................................. 154
Taxation of Dividends................................................... 155
Taxation of Capital Gains............................................... 158
French Estate and Gift Taxes............................................ 158
French Wealth Tax....................................................... 158
United States Information Reporting and Backup Withholding.............. 158
COMPARATIVE RIGHTS OF HAVAS ADVERTISING STOCKHOLDERS AND SNC
STOCKHOLDERS........................................................... 160
ENFORCEABILITY OF CIVIL LIABILITIES....................................... 185
RESALES OF HAVAS ADVERTISING ADSs......................................... 186
EXCHANGE RATE INFORMATION................................................. 187
FORWARD-LOOKING STATEMENTS................................................ 188
LEGAL MATTERS............................................................. 189
EXPERTS................................................................... 189
INDEX TO FINANCIAL STATEMENTS............................................. F-1
Annex A--Amended and Restated Agreement and Plan of Merger
Annex B--Amended and Restated Snyder Communications Stockholder Voting
Agreement
Annex C--Havas Advertising Shareholder Voting Agreement
Annex D--Opinion of Deutsche Bank Securities Inc.
</TABLE>
<PAGE>

TRANSACTION DIAGRAM

The following diagrams illustrate in general terms the current structures of
Havas Advertising and Snyder Communications and the post-merger structure of
Havas Advertising and Snyder Communications as a subsidiary of Havas
Advertising. The percentages set forth in the diagram below relating to Snyder
Communications reflect that, during the period of July 1, 2000 through
September 30, 2000, each holder of SNC common stock is entitled to one vote per
share of SNC common stock and each holder of Circle.com common stock is
entitled to 0.45 of a vote per share of Circle.com common stock. For purposes
of calculating the percentages of economic interests and the voting interest
after the merger, the merger was assumed to have occurred on August 15, 2000.
The economic interests in Snyder Communications were calculated based upon the
percentage of net assets of Snyder Communications attributable to the SNC
business and the Circle.com business as of June 30, 2000, the date of the most
recent balance sheet of Snyder Communications. For a more complete description
of the steps involved in creating the post-merger structure, see "The Merger"
beginning on page 40 and "Terms of the Merger Agreement and Related
Transactions" beginning on page 65.

[TRANSACTION DIAGRAM]

1
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

Snyder Communications files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information on file at
the SEC's public reference room located at 450 Fifth Street N.W., Washington,
D.C. 20549 or at one of the SEC's other public reference rooms in New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information concerning its public reference rooms. The SEC filings are also
available to the public from commercial document retrieval services and at the
Internet world wide web site maintained by the SEC at www.sec.gov.

Havas Advertising has filed a registration statement on Form F-4 to register
with the SEC the Havas Advertising shares that will be represented by Havas
Advertising ADSs to be received by the holders of SNC common stock in the
merger. This proxy statement/prospectus is a part of that registration
statement and constitutes a prospectus of Havas Advertising in addition to
being a proxy statement of Snyder Communications for the special meeting of
Snyder Communications stockholders. The registration statement of which this
proxy statement/prospectus forms a part, including the exhibits, is available
at the SEC as discussed above, as well as through commercial document retrieval
services. The registration statement of which this proxy statement/prospectus
forms a part is also available at the SEC's Internet world wide web site.

The SEC permits Snyder Communications to "incorporate by reference"
information into this proxy statement/prospectus. This means that Snyder
Communications can disclose important information to you by referring you to
another document filed separately with the SEC. This proxy statement/prospectus
incorporates by reference the documents set forth below that Snyder
Communications previously filed with the SEC. These documents contain important
information about Snyder Communications and its financial condition.

<TABLE>
<CAPTION>
Snyder SEC Filings Period/Filing Date
------------------ ------------------
<S> <C>
Annual Report on Form 10-K........................ Year ended December 31, 1999
Quarterly Report on Form 10-Q..................... Quarters ended March 31, 2000
and June 30, 2000
Current Reports on Form 8-K....................... Filed on October 20, 1999
and March 6, 2000
Registration Statement on Form 8-A................ Filed on September 23, 1999
</TABLE>

Snyder Communications also incorporates by reference into this proxy
statement/prospectus additional documents that it may file with the SEC from
the date of this proxy statement/prospectus to the date of the special meeting
of Snyder Communications stockholders. These will include reports such as
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, as well as other
documents filed with the SEC under the Securities Exchange Act. The information
incorporated by reference into this proxy statement/prospectus is deemed to be
part of this proxy statement/prospectus, except that any statement contained in
a document incorporated by reference into this proxy statement/prospectus shall
be deemed to be modified or superseded for purposes of this proxy
statement/prospectus to the extent that a statement contained in this proxy
statement/prospectus, or in any other subsequently filed document that also is
incorporated by reference into this proxy statement/prospectus, modifies or
supersedes that statement. Any statement modified or superseded in this manner
shall not be deemed, except as so modified or superseded, to constitute part of
this proxy statement/prospectus.

SNC common stock is listed on the New York Stock Exchange. Circle.com common
stock is quoted on the Nasdaq National Market System. You may inspect any
periodic reports, proxy statements and other information filed with the SEC by
Snyder Communications at the offices of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005 and the Nasdaq Stock Market at 1735 K Street,
NW, Washington, D.C. 20006.

After the merger, Havas Advertising ADSs will be quoted on the Nasdaq
National Market System under the symbol "HADV" and Havas Advertising shares
will be listed on the Paris Bourse, which is the French national stock
exchange. After the merger, Circle.com common stock will continue to be quoted
on the Nasdaq National Market System under the symbol "CIRC."

2
<PAGE>

You may have previously received some of the documents incorporated by
reference, but you can obtain any of them through Snyder Communications, the
SEC or the SEC's Internet world wide web site as described above. Documents
incorporated by reference are available from Snyder Communications without
charge, except exhibits to the documents that have not specifically been
incorporated by reference in this proxy statement/prospectus. Stockholders of
Snyder Communications may obtain these documents by requesting them in writing
or by telephone from Snyder Communications at the following address:

Snyder Communications, Inc.
Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
Attention: Investor Relations
(301) 468-1010

If you would like to request documents from Snyder Communications, please do
so by September 15, 2000 to receive them before the special meeting of Snyder
Communications stockholders.

You should rely only on the information contained or incorporated by
reference in this proxy statement/prospectus to vote on the merger. Neither
Havas Advertising nor Snyder Communications has authorized anyone to provide
you with information that is different from what is contained in this proxy
statement/prospectus. This proxy statement/prospectus is dated August 24, 2000.
You should not assume that the information contained in this proxy
statement/prospectus is accurate as of any date other than that date, and
neither the mailing of this proxy statement/prospectus to Snyder Communications
stockholders nor the delivery of Havas Advertising ADSs in the merger should
create any implication to the contrary.

3
<PAGE>

STOCK SPLIT

On May 23, 2000, the shareholders of Havas Advertising approved a 20 for 1
stock split. As a result, each Havas Advertising share, nominal value (Euro)8
per share, was exchanged for 20 Havas Advertising shares, nominal value
(Euro)0.40 per share on May 26, 2000. Unless otherwise indicated, share amounts
set forth in this proxy statement/prospectus give effect to this 20 for 1 stock
split.

4
<PAGE>

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q. Why are Havas Advertising and Snyder Communications proposing the merger?

A. Havas Advertising and Snyder Communications believe the merger will create
a stronger and more competitive company with significant potential for
long-term growth, enhanced services, increased revenues and reduced costs
due to the increased size of the combined company. As a result of the
merger, Havas Advertising will consolidate its position as one of the
largest advertising and communications services companies in the world.
According to Advertising Age, the merger will create the world's fourth
largest advertising and communications company, based on 1999 revenues.
Havas Advertising and Snyder Communications believe that the combination of
their client bases will provide the combined company with a greater share
of the multinational client base and that the combination of their
different products and services will allow the combined company to offer a
wider range of products and services to existing and potential clients. The
addition of Snyder Communications' U.S. and U.K. agencies to Havas
Advertising will strengthen the combined company's presence in the U.S. and
the U.K. The addition of Snyder Communications marketing services agencies,
ranked by the Direct Marketing Association, Inc. as the largest in the
world based on 1999 revenues, to Havas Advertising's marketing services
agencies, ranked by The Direct Marketing Association, Inc. as the second
largest in the world based on 1999 revenues, will reinforce the combined
company's marketing services business, a rapidly expanding growth area in
the advertising and communications services industry.

Q. What will Snyder Communications stockholders receive when the merger
occurs?

A. SNC Stockholders

If you are a holder of SNC common stock, you will receive ADSs of Havas
Advertising. For a tabular presentation of the number of Havas Advertising
ADSs and corresponding hypothetical value you would receive for each share
of SNC common stock you own based on assumed prices for Havas Advertising
shares and assumed exchange rates for converting euro into U.S. dollars,
see "Terms of the Merger Agreement and Related Transactions--Merger
Consideration." Instead of receiving fractional Havas Advertising ADSs in
the merger, holders of SNC common stock will receive cash in an amount
equal to the average market value at the time of the merger of the fraction
of a Havas Advertising share represented by any fractional Havas
Advertising ADS to which they would otherwise be entitled.

Circle.com Stockholders

If you are a holder of Circle.com common stock, you will continue to hold
your Circle.com common stock in Snyder Communications after the merger. At
that time, Snyder Communications will be a subsidiary of Havas Advertising.

Q. Will Havas Advertising ADSs be publicly traded in the U.S.?

A. Following the merger, Havas Advertising ADSs will be publicly traded in the
U.S. and quoted on the Nasdaq National Market System under the symbol
"HADV."

Q. What are Havas Advertising ADSs and Havas Advertising ADRs?

A. A Havas Advertising "ADS," which stands for American Depositary Share, is a
security that allows shareholders to more easily hold and trade interests
in Havas Advertising in the U.S. after the merger. Havas Advertising is a
French company that issues ordinary shares that are equivalent in many
respects to common stock in a U.S. company. Each Havas Advertising ADS will
represent one Havas Advertising share. Havas Advertising ADSs generally
will be similar to the underlying Havas Advertising shares and carry
substantially the same rights. However, only Havas Advertising ADSs will be
quoted on the Nasdaq National Market System.

5
<PAGE>

Havas Advertising shares are traded on the Paris Bourse, which is the French
national stock exchange, and are quoted in euro.

If you are a holder of SNC common stock, you will receive in the merger
Havas Advertising ADSs, which are evidenced by Havas Advertising "ADRs,"
which stands for American Depositary Receipts. Morgan Guaranty Trust Company
of New York will be the depositary which will issue Havas Advertising ADSs
and be the record holder of the Havas Advertising shares represented by the
Havas Advertising ADSs. You will be able to withdraw the Havas Advertising
shares underlying your Havas Advertising ADSs whenever you want, if you pay
a fee to the depositary for converting the Havas Advertising ADSs into Havas
Advertising shares. The fee is currently $5.00 for each 100 or fewer Havas
Advertising ADSs you convert into Havas Advertising shares. For a more
detailed description of Havas Advertising ADSs, see "Description of American
Depositary Shares and American Depositary Receipts." For a comparison of
Havas Advertising shares to shares of SNC common stock, see "Comparative
Rights of Havas Advertising Shareholders and SNC Stockholders."

Q. When and where will the special meeting be held?

A. The special meeting will be held at 9:00 a.m. eastern time on September 25,
2000 at the Ritz-Carlton Hotel, Tysons Corner, 1700 Tysons Boulevard,
McLean, Virginia 22102.

Q.What will be the agenda for the special meeting?

A. At the special meeting, holders of SNC common stock and Circle.com common
stock, voting together as a single class, will be asked to vote to adopt the
merger agreement and approve the merger.

Q. What is the record date for the special meeting?

A. You can vote at the special meeting if you owned SNC common stock or
Circle.com common stock at the close of business on August 21, 2000.
Q. What is the vote required to adopt the merger agreement and approve the
merger?

A. Adoption of the merger agreement and approval of the merger requires the
affirmative vote of the holders of a majority of the voting rights
represented by the outstanding shares of SNC common stock and Circle.com
common stock voting together as a single class.

Q. How many votes will I have for each share of SNC common stock or Circle.com
common stock that I own?

A. Each holder of SNC common stock is entitled to one vote per share of SNC
common stock. For the period from July 1, 2000 through September 30, 2000,
each holder of Circle.com common stock is entitled to 0.45 of a vote per
share of Circle.com common stock.

Q. What should I do now?

A. You should carefully read and consider the information contained in this
proxy statement/prospectus. You should then complete and sign your proxy
card and return it in the enclosed return envelope as soon as possible so
that your shares of SNC common stock and/or Circle.com common stock will be
represented at the special meeting of Snyder Communications stockholders.
You may also vote in person at the special meeting, or you may vote your
shares by telephone by following the instructions provided on the enclosed
proxy card. If your shares are held in "street name" (i.e., in the name of a
broker, bank or other record holder), you should either direct the record
holder as to how to vote your shares or obtain a proxy from the record
holder to vote at the special meeting of Snyder Communications stockholders.

Q. If my shares are held in "street name" by my broker, will my broker vote my
shares for me?

A. No. Your broker will not be able to vote your shares without instructions
from you. You should instruct your broker how to vote your shares of SNC
common stock and/or Circle.com common stock, following the directions
provided by your broker. If you do not instruct your broker how to vote, it
will have the same effect as a vote against the merger.

6
<PAGE>

Q. May I change my vote?

A. Yes. You may withdraw your proxy or change your vote by delivering a later-
dated, signed written notice of revocation or proxy card to Snyder
Communications before the special meeting or by voting in person at the
special meeting. You may also withdraw your proxy or change your vote by
telephone as described in this proxy statement/prospectus. The way you
withdraw your proxy or change your vote does not have to be the same way as
you originally voted your shares.

Q. What happens if I don't return a proxy card or otherwise do not vote?

A. If you do not return your proxy card or otherwise do not vote, it will have
the same effect as voting against the merger. If you return your proxy card
with the box marked "abstain" checked, your shares will be counted as
present for purposes of determining the presence of a quorum, but they will
not be voted in favor of or against the merger, which will have the same
effect as voting against the merger.

Q. Should I send my stock certificate representing SNC common stock now?

A. No. You should not send in your stock certificate(s) representing SNC common
stock with your proxy card. Promptly after the merger is completed, Havas
Advertising will send
written instructions to former holders of SNC common stock describing the
process for exchanging their stock certificates representing SNC common
stock for Havas Advertising ADRs evidencing Havas Advertising ADSs.

Q. Are holders of SNC common stock or Circle.com common stock entitled to
dissenters' rights?

A. No. Under Delaware law, which governs Snyder Communications, neither the
holders of SNC common stock nor the holders of Circle.com common stock are
entitled to dissenters' rights of appraisal as a result of the merger.

Q. When do Havas Advertising and Snyder Communications expect the merger to be
completed?

A. Havas Advertising and Snyder Communications are working to complete the
merger as quickly as possible and expect to do so promptly after the special
meeting of Snyder Communications stockholders.

Q. Whom should I call if I have questions?

A. Holders of SNC common stock or Circle.com common stock who have questions
about the merger may call Innisfree M&A Incorporated, Snyder Communications'
solicitation agent. Innisfree may be reached toll-free at 1-888-750-5834.
7
<PAGE>

SUMMARY

This summary highlights selected information from this proxy
statement/prospectus. It does not contain all of the information that is
important to you. You should carefully read the entire proxy
statement/prospectus and the additional documents referred to in this proxy
statement/prospectus to fully understand the merger.

The Companies

Havas Advertising
84, rue de Villiers
92683 Levallois-Perret Cedex
France
(011)-33-1-41-34-30-00

Havas Advertising is a global advertising and communications company.
According to Adweek, Havas Advertising is the seventh largest advertising and
communications company in the world based on 1999 revenues. With its
headquarters located in Paris and two of its four operating divisions
headquartered in Madrid and New York, Havas Advertising believes that it brings
a multinational approach to its business which distinguishes it from other
major advertising companies. Through its worldwide network of over 240 agencies
located in over 65 countries, Havas Advertising offers a complete line of
communications services, including general advertising, direct marketing, media
planning and buying, corporate communications, sales promotion, design, human
resources, multimedia interactive communications and public relations.

Snyder Communications, Inc.
6903 Rockledge Drive
Bethesda, Maryland 20817
(301) 468-1010

Snyder Communications is an international provider of direct marketing,
advertising and communications services and Internet professional services.
Snyder Communications' Brann Worldwide and Bounty SCA Worldwide combined
agencies were ranked as the largest direct response agency based on 1999
revenues and billings according to the Direct Marketing Association Annual
Direct Response Agency Report. Advertising Age ranked Snyder Communications'
Arnold Communications number 24 in a ranking of the top 100 U.S. advertising
agencies based on 1999 revenue. Snyder Communications operates two separate
businesses, which together comprise Snyder Communications:

. "SNC," which consists of its direct marketing, advertising and
communications business and

. "Circle.com," which consists of its Internet professional services
business.

SNC provides direct marketing services to clients through Brann Worldwide and
Bounty SCA Worldwide and advertising services through Arnold Commun- ications.
SNC has operations in the United States, the United Kingdom and continental
Europe. SNC's clients operate in a broad range of industries, including auto-
motive, consumer packaged goods, financial services, telecommunications and gas
and electric utilities.

Circle.com creates Internet-based customer relationship management systems
for its clients. Circle.com provides all the services necessary to create a
client's customer management system, including consulting regarding e-commerce
strategies and related business processes, consumer research, online media
planning and creative design, as well as architecture, design, systems
integration, implementation and ongoing performance analysis.

The Merger
(See Page 40)

On February 20, 2000, Havas Advertising agreed to acquire all of the issued
and outstanding shares of SNC common stock through the merger of one of its
subsidiaries into Snyder Communications. After the merger, Snyder
Communications will be a subsidiary of Havas Advertising.

The Merger Consideration
(See Page 65)

Overview of Merger Consideration. The consideration paid to holders of SNC
common stock in the merger will consist of Havas Advertising ADSs. Holders of
Circle.com common stock will continue to hold shares of Circle.com common stock
in Snyder Communications after the merger. The Havas Advertising ADSs to be
issued to holders of SNC common stock in the merger are expected to have an
aggregate value of approximately $2.1 billion, based on the 20-day average
closing price of the Havas Advertising shares that would have been issued in
the merger if it had occurred on August 15, 2000 and the number of shares of
SNC common stock outstanding on August 15, 2000.

8
<PAGE>

In general, the purpose of the merger consideration calculations detailed
below in "--Merger Consideration Formulas" is to ensure that holders of SNC
common stock receive $29.50 in value per share in the merger, so long as the
20-day average closing price of Havas Advertising shares immediately prior to
the merger is between (Euro)24.65 and (Euro)33.35. However, if the 20-day
average closing price of Havas Advertising shares prior to the merger is
greater than (Euro)33.35 or less than (Euro)24.65, the value of the Havas
Advertising ADSs to be received will be greater or less than $29.50.

Merger Consideration Formulas. If the 20-day average closing price of Havas
Advertising shares immediately prior to the merger is between (Euro)24.65 and
(Euro)33.35, then each share of SNC common stock will be converted into the
right to receive a number of Havas Advertising ADSs equal to:

$29.50 / 20-day average closing sales price of Havas Advertising shares on
the Paris Bourse immediately prior to the merger, converted into
U.S. dollars at the euro to U.S. dollar exchange rate on each
trading day

However, if the 20-day average closing price of Havas Advertising shares
immediately prior to the merger is greater than (Euro)33.35, then each share
of SNC common stock will be converted into the right to receive a number of
Havas Advertising ADSs equal to:

$29.50 / ((Euro)33.35 x 20-day average euro to U.S. dollar exchange rate
immediately prior to the merger)

Alternatively, if the 20-day average closing price of Havas Advertising
shares immediately prior to the merger is less than (Euro)24.65, then each
share of SNC common stock will be converted into the right to receive a number
of Havas Advertising ADSs equal to:

$29.50 / ((Euro)24.65 x 20-day average euro to U.S. dollar exchange rate
immediately prior to be merger)

For example, if the merger had occurred on August 15, 2000, the 20-day
average closing sales price of Havas Advertising shares on the Paris Bourse
immediately prior to that date was (Euro)24.05, which is less than
(Euro)24.65, the low end of the price collar agreed to in the merger
agreement. The 20-day average euro to U.S. dollar exchange ratio
immediately prior to that date was 0.9194. Consequently, you would have
received 1.3017 Havas Advertising ADSs for each share of SNC common stock
you own, as shown in the following calculation.

Calculation at August 15, 2000:
$29.50 / ((Euro)24.65 X 0.9194) = 1.3017 Havas
Advertising ADSs

The actual number of Havas Advertising ADSs that the holders of SNC common
stock will have the right to receive in the merger will be determined
immediately prior to the merger in accordance with formulas specified in the
merger agreement and further described beginning on page 65.

Havas Advertising ADSs and Circle.com Common Stock following the Merger.
Havas Advertising ADSs, evidenced by Havas Advertising ADRs, have been
registered with the SEC and will be quoted on the Nasdaq National Market
System under the symbol "HADV" after the merger. The Havas Advertising shares
underlying Havas Advertising ADSs will be listed on the Paris Bourse.

Each share of Circle.com common stock issued and outstanding immediately
prior to the effective time of the merger will remain outstanding after the
merger as one share of Circle.com common stock of Snyder Communications, the
surviving corporation of the merger and a subsidiary of Havas Advertising.
After the merger, Circle.com common stock will continue to be quoted on the
Nasdaq National Market System under the symbol "CIRC."

Differences in the Rights of Holders of Havas Advertising ADSs and SNC Common
Stock
(See Page 160)

As a result of the merger, shares of SNC common stock will be converted into
the right to receive Havas Advertising ADSs. Because Snyder Communications is
a corporation organized under the laws of Delaware and Havas Advertising is a
societe anonyme, a corporation organized under the laws of France, there are
important differences

9
<PAGE>

between the rights of holders of SNC common stock and the rights of holders of
Havas Advertising ADSs. These important differences concern a number of
topics, including:

. The vote required to call a special meeting of shareholders. The
affirmative vote of holders of 25% of the outstanding voting power is
required for Snyder Communications. The affirmative vote of holders of
10% of the capital stock is required for Havas Advertising.

. The vote required to amend corporate governing documents such as Snyder
Communications' certificate of incorporation and Havas Advertising's
statuts. The affirmative vote of holders of a majority of the outstanding
voting power, and the holders of a majority of any class entitled to
vote, is required for Snyder Communications. The affirmative vote of
holders of 66.67% of the outstanding capital stock present or represented
at the extraordinary general meeting is required for Havas Advertising.

. The right of shareholders to demand the fair value of their shares upon
the occurrence of a business combination transaction. Holders of SNC
common stock may have the right to demand fair market value for their
shares in some business combination transactions, though not in
connection with the merger with Havas Advertising. No such right exists
under French law, but an independent expert may be required by French law
to be appointed in some circumstances to pass upon the fairness of
business combination transactions involving Havas Advertising.

. The right to subscribe for additional shares in a new offering. Holders
of SNC common stock have no right to subscribe for additional shares.
Holders of Havas Advertising shares generally have rights to subscribe
for additional shares on a pro rata basis.

. The ability of a shareholder to enforce a judgment against directors of
Havas
Advertising or Snyder Communications. Holders of SNC common stock may
generally enforce a judgment against directors of Snyder Communications in
the United States. Holders of Havas Advertising shares will generally be
unable to enforce any judgment in the United States against directors of
Havas Advertising who are not residents in the United States, and also may
be unable to enforce in France a judgment rendered under U.S. federal or
state law.

For a discussion of these differences and others, see "Comparative Rights of
Havas Advertising Shareholders and SNC Stockholders."

Comparison of Rights of Holders of Havas Advertising ADSs with Holders of
Havas Advertising Shares (See Page 142)

The rights of a holder of Havas Advertising ADSs will in some cases be
different from the rights of a holder of Havas Advertising shares. For
example, if proposed amendments to Havas Advertising's statuts are to be
adopted at a Havas Advertising shareholders' meeting, an individual holder of
Havas Advertising shares will be entitled to attend, speak and vote at a
general shareholders' meeting if the Havas Advertising shares are held of
record by the holder. However, since the Havas Advertising shares represented
by the ADSs will be held of record by Morgan Guaranty Trust Company of New
York as depositary, an individual holder of Havas Advertising ADSs will not be
entitled to attend or speak at a meeting, but will only be able to vote the
Havas Advertising ADSs by instructing the depositary.

Summary of Material U.S. Federal Income Tax Consequences (See Page 58)

In general, holders of SNC common stock should not recognize any gain or loss
for U.S. federal income tax purposes as a result of the merger, except with
respect to cash that is received in lieu of a fractional Havas Advertising
ADS. Since shares of Circle.com common stock will remain outstanding after the
merger under the terms of the merger agreement, holders of Circle.com common
stock will not recognize any gain or loss for U.S. federal income tax purposes
as a result of the merger. In addition, no gain or loss will be recognized for
U.S. federal income tax purposes by Snyder Communications, Havas Advertising
or existing Havas Advertising shareholders as a result of the merger.

10
<PAGE>

Additional Terms of the Merger Agreement and Related Arrangements

Conditions to the Merger. Snyder Communications and Havas Advertising will
not complete the merger unless a number of conditions are satisfied or waived
by them. These include:

. approval of the merger by Snyder Communications stockholders

. approval by the Havas Advertising shareholders of the capital increase
required in order for Havas Advertising to issue the applicable number of
new shares in the merger and

. receipt of opinions of tax counsel to the effect that the merger should
constitute a reorganization for U.S. federal income tax purposes.

Termination of the Merger Agreement. Snyder Communications and Havas
Advertising can agree to terminate the merger agreement at any time prior to
the effective time of the merger, even after stockholder approval. In addition,
either company can terminate the merger agreement in various circumstances,
including the following:

. if the merger has not been completed by December 31, 2000

. if the stockholders of Snyder Communications fail to adopt the merger
agreement and approve the merger

. if the shareholders of Havas Advertising fail to authorize the capital
increase necessary for completion of the merger and

. if the other company breaches its representations or obligations under
the merger agreement in a material manner.

The merger agreement can also be terminated in other circumstances which are
described beginning on page 76.

Termination Payments. Snyder Communications will be required to pay Havas
Advertising a termination fee of $85 million if:

. Snyder Communications terminates the merger agreement as a result of an
alternative business combination transaction or

. Havas Advertising terminates the merger agreement because Snyder
Communications' board of directors fails to recommend, withdraws,
modifies or changes in a manner adverse to Havas Advertising its approval
or recommendation of the merger agreement or the merger, or recommends an
alternative business combination transaction to the stockholders of
Snyder Communications or

. Snyder Communications or Havas Advertising terminates the merger
agreement because the stockholders of Snyder Communications fail to
approve the merger agreement.

Havas Advertising will be required to pay Snyder Communications a termination
fee of $85 million if:

. Snyder Communications or Havas Advertising terminates the merger
agreement because the shareholders of Havas Advertising fail to authorize
the capital increase necessary for completion of the merger or

. Snyder Communications terminates the merger agreement because Havas
Advertising's board of directors withdraws or modifies, or publicly
proposes to withdraw or modify, in a manner adverse to Snyder
Communications, its approval or recommendation of the merger or the
merger agreement.

Additionally, if either party terminates the merger agreement due to willful
breach of any representation, warranty, covenant or agreement of the other
party under the merger agreement, the breaching party will pay to the non-
breaching party an amount equal to the greater of $85 million or the actual
damages resulting from the breach. EWDB North America, Inc., a wholly-owned
indirect subsidiary of Havas Advertising, has guaranteed the payment of any
termination fee due and payable to Snyder Communications under the terms of the
merger agreement.

Voting Agreements. Havas Advertising and each of Daniel M. Snyder, Michele D.
Snyder, Mortimer Zuckerman, Fred Drasner and their affiliates that hold SNC
common stock and Circle.com common stock, together with the Charles E. Smith
Jewish Day School of Greater Washington,

11
<PAGE>

Inc., entered into a voting agreement in which each of these stockholders
agreed to vote their shares at the Snyder Communications special meeting for
adoption of the merger agreement and approval of the merger and against other
transactions that would impede or delay completion of the merger. These
stockholders of Snyder Communications hold an aggregate of approximately 28% of
the SNC common stock and approximately 22% of the Circle.com common stock,
representing approximately 27% of the aggregate voting rights of the
outstanding shares of SNC common stock and Circle.com common stock. Adoption of
the merger
agreement and approval of the merger require the affirmative vote of the
holders of a majority of the voting rights represented by the outstanding
shares of SNC common stock and Circle.com common stock, voting together as a
single class. The full text of this voting agreement is attached as Annex B.

Snyder Communications and Havas S.A., which held approximately 19.4% of the
outstanding Havas Advertising shares as of May 23, 2000, entered into a voting
agreement in which Havas S.A. agreed to vote its shares at the meeting of Havas
Advertising shareholders for the authorization of the capital increase required
in connection with the merger and against other transactions that would impede
or delay completion of the merger. The full text of this voting agreement is
attached as Annex C.

Recommendations of Snyder Communications' Board of Directors
(See Page 44)
Snyder Communications' board of directors believes the merger is advisable
and in Snyder Communications' and your best interests and recommends that you
vote for the proposal to adopt the merger agreement and approve the merger.

Opinion of Snyder Communications' Financial Advisor
(See Page 46)
In deciding to approve the merger, Snyder Communications' board of directors
considered the opinion of its financial advisor, Deutsche Bank Securities Inc.
that, as of the date of its opinion, the exchange ratio for each share of SNC
common stock to be converted in the merger was fair from a financial
point of view to the holders of SNC common stock. The opinion, however, does
not address the fairness of the proposed merger to the holders of Circle.com
common stock. The full text of this opinion is attached as Annex D. You are
encouraged to carefully read and consider this opinion.

Transfer Restrictions; Resales by Snyder Communications Stockholders Party to
the Voting Agreement
(See Page 61)

Daniel M. Snyder, Michele D. Snyder, Mortimer Zuckerman, Fred Drasner, each
a director or executive officer of Snyder Communications, and their affiliates
that hold SNC common stock and Circle.com common stock, together with the
Charles E. Smith Jewish Day School of Greater Washington, Inc., entered into a
voting agreement with Havas Advertising in which each stockholder agreed, among
other things, not to transfer any shares of any class of common stock of Snyder
Communications prior to completion of the merger. Each of these stockholders
also agreed to restrictions on the resale of Havas Advertising ADSs that they
receive in the merger. The stockholders that are a party to the voting
agreement may not dispose of any Havas Advertising ADSs received in the merger
for a period of 90 days following the merger, except for the Havas Advertising
ADSs that will be subject to existing forward purchase contracts entered into
by these stockholders with respect to shares of SNC common stock. If the merger
had occurred on August 15, 2000, approximately 12% of the Havas Advertising
ADSs issued in the merger would be subject to these forward purchase contracts.
In addition, during the same ninety-day period following the merger, Havas
Advertising has agreed to use its reasonable best efforts to facilitate or
arrange a third party placement or underwriting of up to 50% of the difference
between the number of Havas Advertising ADSs received in the merger by these
stockholders and the Havas Advertising ADSs subject to the forward purchase
contracts. If the merger had occurred on August 15, 2000, approximately 7.8% of
the Havas Advertising ADSs issued in the merger would be subject to this
commitment. Furthermore, for a period of 180 days following the merger, the
stockholders

12
<PAGE>

that are a party to the voting agreement may not dispose of more than
approximately 7.8% of the Havas Advertising ADSs that would have been issued if
the merger had occurred on August 15, 2000. After that 180-day period has
elapsed, stockholders have no restrictions on the sale of their Havas
Advertising ADSs under the voting agreement. The full text of the voting
agreement is attached as Annex B. SNC common stockholders may also be subject
to additional resale restrictions on the Havas Advertising ADSs received in the
merger under the Securities Act if these stockholders are deemed to be
affiliates of Havas Advertising. See "The Merger--Restrictions on Resales by
Affiliates."

Adoption of U.S. GAAP for Reporting Purposes (See Page 101)

Overview. Historically, Havas Advertising has presented accounts prepared
under French generally accepted accounting principles, or French GAAP, in both
its annual and interim reports distributed to its shareholders. Although Havas
Advertising is not required under SEC regulations to present its accounts under
U.S. generally accepted accounting principles, or U.S. GAAP, Havas Advertising
intends to present its year end financial statements prepared under U.S. GAAP
in its SEC filings of its annual report on Form 20-F. In addition, following
the merger, Havas Advertising will cause Snyder Communications to continue to
present its accounts
prepared under U.S. GAAP in its annual reports distributed to holders of
Circle.com common stock.

As discussed below, there are a number of differences between U.S. GAAP and
French GAAP. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations of Havas Advertising."

Increase of Compensation Expenses under U.S. GAAP. Agreements entered into by
Havas Advertising which provide for the acquisition of other companies
typically have included "earn out" and "buy out" clauses. Under these clauses,
a portion of the acquisition price is paid out over time to the sellers of an
agency, in amounts that vary based on the financial performance of the acquired
business.

Under U.S. GAAP, the portion of an earn out or buy out payment that is deemed
to be conditioned upon the continued employment of the seller of an agency must
be accrued as a compensation expense over the term of the earn out or buy out
clause, as applicable. Under French GAAP applied by Havas Advertising, earn out
and buy out payments were accounted for by Havas Advertising as goodwill
resulting from the purchase price of the acquired business. Consequently, when
Havas Advertising restated its financial statements under U.S. GAAP, the cost
of most of these earn out payments was required to be recharacterized as a
compensation expense during the period of payment. These additional expenses
under U.S. GAAP totaled approximately (Euro)6.7 million in 1998 and (Euro)17.4
million in 1999. These expenses accounted for a reduction in Havas
Advertising's earnings under U.S. GAAP compared to French GAAP of approximately
14.7% for 1998 and 31% for 1999. At December 31, 1999, total accruals for
additional compensation expense under these clauses, as measured under U.S.
GAAP, are approximately (Euro)29.8 million, based on the current profitability
of the acquired businesses. At the time that Havas Advertising entered into the
acquisition agreements containing these earn out or buy out clauses, the
restatement of its financial statements in U.S. GAAP was not contemplated.
Accordingly, Havas Advertising negotiated its earn out and buy out clauses in
accordance with standard European and international market practices, without
regard to the U.S. GAAP treatment of these clauses. Now that Havas Advertising
intends to publish accounts in U.S. GAAP, Havas Advertising's management
expects that U.S. GAAP consequences will be taken into consideration in the
negotiation of the terms of future acquisitions, with the objective of clearly
differentiating purchase price from compensation while achieving its objective
of linking the price paid for an acquired business to the actual post-
acquisition performance of that business, without conditioning the price on the
continued employment of the seller.

Accounting for the Business Combination between Media Planning, S.A. and
Havas Advertising. In October 1999, Havas Advertising combined its media
planning and buying businesses with those of Media Planning, S.A., a Spanish

13
<PAGE>

company specializing in media planning, to create "Media Planning Group." As a
result of the business combination, the shareholders of Media Planning, S.A.
received an aggregate of 55% of the shares of Media Planning Group and Havas
Advertising received the remaining 45%.

Under U.S. GAAP, the businesses contributed by Havas Advertising have been
fully consolidated by Havas Advertising for the first nine months of 1999 and
the 45% interest in Media Planning Group has been accounted for using the
equity method for the last three months of 1999. However, under French GAAP,
Havas Advertising fully consolidated Media Planning Group for the full year of
1999. This difference in accounting treatment has resulted in a reduction of
(Euro)35.9 million in consolidated revenues between Havas Advertising's
financial statements prepared under U.S. GAAP and French GAAP for 1999. Under
current French GAAP, Media Planning Group would continue to be fully
consolidated in the future, and under current U.S. GAAP, Media Planning Group
would continue to be accounted for in the future using the equity method. This
difference in method of consolidation can be expected in the future to result
in significant differences in consolidated revenues, although not in net
income.

Interests of Members of Snyder Communications Management and Board of Directors
(See Page 57)

When considering the recommendation of Snyder Communications' board of
directors that you vote in favor of adoption of the merger agreement and
approval of the merger, you should be aware that the directors and officers of
Snyder Communications may have interests in the merger that are different from,
or in addition to, the interests of holders of SNC common stock and holders of
Circle.com common stock. The interests include employment agreements, stock
options and transaction bonuses relating to the merger.

Accounting Treatment
(See Page 63)

Under French GAAP, the merger will be accounted for as a pooling of
interests. Under U.S. GAAP, the merger will be accounted for using the purchase
method.

Directors and Officers of Snyder Communications Following the Merger
(See Page 120)

Following the merger, Havas Advertising expects that the board of directors
of Snyder Communications will be comprised of Alain de Pouzilhac and Bob
Schmetterer, who are directors and members of the executive committee of Havas
Advertising, Jacques Herail, who is a member of the executive committee of
Havas Advertising, Michel Boutinard Rouelle, Richard Colker and Clement Vaturi,
who are directors of Havas Advertising, and R. John Cooper. Havas Advertising
expects that Daniel M. Snyder, Michele D. Snyder and A. Clayton Perfall will
resign their positions as chief executive officer, president and chief
operating officer and chief financial officer, respectively, immediately prior
to the completion of the merger. The executive officers of Snyder
Communications following the merger had not been determined as of the date of
this proxy statement/prospectus.

14
<PAGE>

Summary Historical Consolidated Financial Data of Havas Advertising

HAVAS ADVERTISING
SUMMARY FINANCIAL DATA
(in (Euro) thousands except per share data and as otherwise noted)

The following table summarizes historical financial data of Havas Advertising
and is qualified in its entirety by reference to, and should be read in
conjunction with, Havas Advertising's audited consolidated financial statements
and the notes to the financial statements included in this proxy
statement/prospectus. The historical financial data for the years ended
December 31, 1999 and 1998 have been derived from the audited consolidated
financial statements of Havas Advertising prepared using U.S. generally
accepted accounting principles. The historical financial data for the year
ended December 31, 1997 have been derived from the consolidated financial
statements of Havas Advertising prepared using French GAAP. Following the
merger, Havas Advertising intends to present its financial statements under
U.S. GAAP in its SEC filings of its annual reports on Form 20-F. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of Havas Advertising."

<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------------------------------------
1999(1) 1999 1998 1997
---------------- --------------- --------------- ---------------
U.S. GAAP French GAAP
------------------------------------------------ ---------------
(in $ thousands) (unaudited)
<S> <C> <C> <C> <C>
Income Statement Data:
Net revenues.......... $1,027,121 (Euro)1,124,380 (Euro) 872,767 (Euro) 779,191
Net income excluding
goodwill
amortization......... 41,823 45,783 4,858 39,942
Net income (loss)..... 23,043 25,225 (11,245) 24,812
Net income (loss) per
share(2):
Basic................. 0.16 0.18 (0.09) 0.22
Diluted............... 0.15 0.16 (0.09) 0.24
Dividend per
share(2)(3)............ 0.21 0.23 0.19 0.17
Balance Sheet Data:
Current assets........ $1,160,231 (Euro)1,270,094 (Euro)1,252,146 (Euro)1,296,513
Total assets.......... 2,089,034 2,286,846 1,912,506 1,968,357
Financial debt
(includes long and
short term).......... 419,306 459,010 209,909 441,341
Shareholders' Equity.. 491,198 537,710 434,412 340,806
</TABLE>
--------
(1) Translations of amounts from euro into U.S. dollars have been computed
solely for the convenience of the reader based upon the noon buying rate of
(Euro)1.00 = $0.9135 on August 15, 2000.
(2) Unaudited. Per share data have been adjusted for Havas Advertising's 20 for
1 stock split that occurred on May 26, 2000.
(3) These amounts reflect the dividend accrued for the year indicated,
including the French avoir fiscal (before deduction of any French
withholding tax). Actual payment of the annual dividend for each fiscal
year occurs following Havas Advertising's annual ordinary general
shareholders meeting in the subsequent year. For an explanation of the
French avoir fiscal, see "Taxation--French Taxation--Withholding Tax and
Avoir Fiscal" and "Taxation--Taxation of U.S. Investors--Taxation of
Dividends--Withholding Tax and Avoir Fiscal."

15
<PAGE>

Summary Historical Consolidated Financial Data of Snyder Communications

SNYDER COMMUNICATIONS, INC.
SUMMARY FINANCIAL DATA
(in thousands, except per share data)

<TABLE>
<CAPTION>
For the Six Months
Ended June 30, For the Years Ended December 31,
----------------------- ---------------------------------
2000 1999 1999 1998 1997
----------- ----------- ---------- ---------- ----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Net revenues.......... $350,892 $299,426 $ 638,480 $ 493,803 $ 403,072
======== ======== ========== ========== ==========
Income (loss) from
continuing
operations........... $ 5,040 $ 27,527 $ 17,098 $ 21,360 $ (16,636)
======== ======== ========== ========== ==========
Income (loss) from
discontinued
operations........... $ -- $ 12,639 $ (11,562) $ 1,446 $ (10,225)
======== ======== ========== ========== ==========
Net income (loss)..... $ 5,040 $ 40,166 $ 5,536 $ 22,806 $ (26,861)
======== ======== ========== ========== ==========
Unaudited:
Pro forma net income
(loss) from
continuing
operations........... $ 5,040 $ 27,527 $ 18,131 $ 18,699 $ (19,191)
======== ======== ========== ========== ==========
SNC:
Historical net income
(loss) per share:
Diluted net income
(loss) per share:
Continuing
operations........... $ 0.19 $ 0.39 $ 0.39 $ 0.30 $ (0.26)
Discontinued
operations........... $ -- $ 0.17 $ (0.16) $ 0.02 $ (0.16)
-------- -------- ---------- ---------- ----------
Total diluted net
income (loss) per
share................ $ 0.19 $ 0.56 $ 0.23 $ 0.32 $ (0.42)
======== ======== ========== ========== ==========
Unaudited:
Pro forma diluted net
income (loss) from
continuing operations
per share............ $ 0.19 $ 0.39 $ 0.40 $ 0.26 $ (0.29)
======== ======== ========== ========== ==========
Shares used in computing
diluted per share
amounts (1)............ 73,921 75,347 74,037 72,343 63,752
======== ======== ========== ========== ==========

Circle.com:
Historical net loss per
share:
Diluted net loss per
share................ $ (0.40) $ (0.10) $ (0.59) $ -- $ (0.01)
======== ======== ========== ========== ==========
Unaudited:
Pro forma diluted net
income (loss) per
share................ $ (0.40) $ (0.10) $ (0.59) $ 0.01 $ (0.04)
======== ======== ========== ========== ==========
Shares used in computing
diluted per share
amounts (1)............ 22,520 18,485 19,787 17,397 15,938
======== ======== ========== ========== ==========
</TABLE>

16
<PAGE>

SNYDER COMMUNICATIONS, INC.

SUMMARY FINANCIAL DATA--(Continued)
(in thousands, except per share data)

<TABLE>
<CAPTION>
As of June 30, As of December 31,
-------------- -------------------------------
2000 1999 1998 1997
-------------- --------- --------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Balance Sheet Data:
Total assets................... $825,768 $ 786,463 $ 615,614 $ 382,137
======== ========= ========= =========
Long-term debt................. $191,234 $ 190,964 $ 12,283 $ 12,856
======== ========= ========= =========
Redeemable ESOP stock (2)...... $ -- $ -- $ 2,960 $ 5,278
======== ========= ========= =========
Total equity................... $291,810 $ 271,518 $ 357,378 $ 118,261
======== ========= ========= =========
</TABLE>

(1) The number of shares used in computing the per share amounts assume that
acquisitions accounted for as pooling of interest transactions had occurred
at the beginning of each of the periods presented and reflect the issuance
of additional shares of Snyder Communications in public offerings, the
impact of stock options, and share repurchases. The number of shares also
assumes that Snyder Communications' recapitalization transaction, as a
result of which each share of Snyder Communications common stock was
converted into one share of SNC common stock and 0.25 of a share of
Circle.com common stock, had occurred at the beginning of the earliest
period presented.

(2) Represents the balance necessary to satisfy the repurchase obligation
associated with Snyder Communications' shares held by the employee stock
ownership plan of an acquired company which have been allocated to former
employees of the acquired company whose employment had terminated prior to
its merger with Snyder Communications.

17
<PAGE>

SNC

SUMMARY FINANCIAL DATA

(in thousands)

The following table summarizes historical financial data of SNC and is
qualified in its entirety by reference to, and should be read in conjunction
with, the SNC historical financial statements and related notes included in
Snyder Communications' Annual Report on Form 10-K for the year ended December
31, 1999 and Quarterly Report on Form 10-Q for the six months ended June 30,
2000. The historical financial data for the years ended December 31, 1999, 1998
and 1997 have been derived from the audited combined financial statements of
SNC. Historical financial information may not be indicative of SNC's future
performance. For all the periods presented, income (loss) from discontinued
operations includes the income (loss) from discontinued operations of the
healthcare services business which was spun off to stockholders of Snyder
Communications on September 27, 1999. For the year ended December 31, 1997, the
income (loss) from discontinued operations also includes the loss from
discontinued operations of Bob Woolf Associates, Inc., which was spun off on
October 31, 1997, to stockholders of one of the companies Snyder Communications
acquired in 1998. Prior to their respective acquisitions, some of the U.S.-
based acquirees were not subject to federal or state income taxes.
Consequently, pro forma net income from continuing operations represents income
from continuing operations adjusted to reflect a provision for income taxes as
if all companies acquired by SNC which were accounted for as poolings of
interests had been taxed similarly to a C corporation for all periods presented
prior to their acquisition by SNC.

<TABLE>
<CAPTION>
For the Six Months For the Years Ended December
Ended June 30, 31,
----------------------- ------------------------------
2000 1999 1999 1998 1997
----------- ----------- --------- --------- ---------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Net Revenues.......... $316,822 $287,388 $ 603,550 $ 480,289 $ 397,505
======== ======== ========= ========= =========
Income (loss) from
continuing
operations........... $ 15,869 $ 29,918 $ 31,488 $ 21,362 $ (16,506)
======== ======== ========= ========= =========
Income (loss) from
discontinued
operations........... $ -- $ 12,639 $ (11,562) $ 1,446 $ (10,225)
======== ======== ========= ========= =========
Net income (loss)..... $ 15,869 $ 42,557 $ 19,926 $ 22,808 $ (26,731)
======== ======== ========= ========= =========
Unaudited:
Pro forma net income
(loss) from
continuing
operations........... $ 15,869 $ 29,918 $ 32,521 $ 18,576 $ (18,450)
======== ======== ========= ========= =========
Balance Sheet Data:
Total assets.......... $741,698 $ 683,673 $ 601,957 $ 379,222
======== ========= ========= =========
Long-term debt........ $167,669 $ 167,214 $ 12,283 $ 12,856
======== ========= ========= =========
Investments and
advances from Snyder
Communications....... $238,238 $ 209,326 $ 351,232 $ 122,008
======== ========= ========= =========
</TABLE>

18
<PAGE>

CIRCLE.COM

SUMMARY FINANCIAL DATA
(in thousands)

The following table summarizes historical financial data of Circle.com and is
qualified in its entirety by reference to, and should be read in conjunction
with, the Circle.com historical financial statements and related notes included
in Snyder Communications' Annual Reports on Form 10-K for the fiscal year ended
December 31, 1999 and Quarterly Report on Form 10-Q for the six months ended
June 30, 2000. The historical financial data for the years ended December 31,
1999, 1998 and 1997 have been derived from the audited combined financial
statements of Circle.com. Historical financial information may not be
indicative of Circle.com's future performance. The operations of Circle.com
were contained within the Brann Worldwide and Arnold Communications networks of
Snyder Communications until May 1999 when they were coordinated under the name
Circle.com and placed under the responsibility of a single management team.
Prior to their respective acquisition, some of the U.S.-based acquirees were
not subject to federal or state income taxes. Consequently, pro forma net
income (loss) respresents net income (loss) adjusted to reflect a provision for
income taxes as if all companies acquired by Circle.com which were accounted
for as poolings of interests had been taxed similarly to a C corporation for
all periods prior to their acquisition by Circle.com.

<TABLE>
<CAPTION>
For the Six Months For the Years Ended
Ended June 30, December 31,
----------------------- ----------------------------
2000 1999 1999 1998 1997
----------- ----------- --------- -------- -------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Net revenues........... $ 34,397 $12,347 $ 35,726 $ 13,514 $ 5,567
======== ======= ========= ======== =======
Net loss............... $(10,829) $(2,391) $ (14,390) $ (2) $ (130)
======== ======= ========= ======== =======
Unaudited:
Pro forma net income
(loss)................ $(10,829) $(2,391) $ (14,390) $ 123 $ (741)
======== ======= ========= ======== =======
Balance Sheet Data:
Total assets........... $115,520 $ 112,975 $ 13,697 $ 2,932
======== ========= ======== =======
Long-term debt......... $ 23,565 $ 23,750 $ -- $ --
======== ========= ======== =======
Investments and
advances from Snyder
Communications........ $ 53,572 $ 62,192 $ 9,106 $ 1,531
======== ========= ======== =======
</TABLE>

19
<PAGE>

Summary Pro Forma Combined Financial Data

HAVAS ADVERTISING
SUMMARY UNAUDITED PRO FORMA COMBINED
FINANCIAL DATA
(in (Euro) thousands except per share data and as otherwise noted)

The following unaudited pro forma condensed consolidated balance sheet as of
December 31, 1999 has been prepared as if each of the following transactions
had occurred as of December 31, 1999:

. the October 5, 1999 contribution by Havas Advertising of its media
planning and buying activities to Media Planning Group for a 45% equity
interest in Media Planning Group, and

. the contemplated acquisition of Snyder Communications for consideration
to be paid in Havas Advertising ADSs.

The following unaudited pro forma condensed consolidated income statement for
the year ended December 31, 1999 has been prepared as if each of the following
transactions had occurred on January 1, 1999:

. the October 5, 1999 contribution by Havas Advertising of its media
planning and buying activities to Media Planning Group for a 45% equity
interest in Media Planning Group, and

. the contemplated acquisition of Snyder Communications for consideration
to be paid in Havas Advertising ADSs.

The unaudited pro forma financial information reflecting the contribution of
Havas Advertising's media planning and buying activities to Media Planning
Group has been prepared to present the pro forma condensed consolidated income
statement as if the 45% interest of Havas Advertising in the Media Planning
Group has been recorded as an equity investment since January 1, 1999.

The unaudited pro forma financial information reflecting the contemplated
acquisition of Snyder Communications has been prepared using the purchase
method of accounting whereby the assets and liabilities of Snyder
Communications are adjusted to estimated fair market value and the excess of
the purchase price over the net fair values of tangible and identifiable
intangible assets and liabilities is recorded as goodwill. The assets and
liabilities of the Circle.com business have been adjusted to their fair values
on a pro rata basis, based on SNC's retained interest in Circle.com as of
December 31, 1999 of 16.6%, similar to the accounting for the acquisition of a
controlling, but less than 100%, interest of a business. The assets and
liabilities of the SNC business have been recorded at their estimated fair
values. The allocation is based upon preliminary estimates, which are subject
to change as additional information is obtained. Therefore, the allocations
reflected in the following unaudited pro forma financial information may differ
from the amounts ultimately determined. In calculating the Havas Advertising
pro forma information, the exchange ratio for the merger has been assumed to be
1.3017, which reflects the exchange ratio that would have applied if the merger
had occurred on August 15, 2000.

The unaudited pro forma financial information is presented for informational
purposes only and is not necessarily indicative of what Havas Advertising's
financial position or results of operations would have been if the Media
Planning Group transaction and the contemplated acquisition of Snyder
Communications had been completed on the dates indicated, nor does it purport
to be indicative of future financial positions or results of operations. In the
opinion of management, all material adjustments necessary to reflect the
effects of these transactions have been made.

20
<PAGE>

<TABLE>
<CAPTION>
December 31, December 31,
1999(1) 1999(2)
---------------- ---------------
(in $ thousands)
<S> <C> <C>
Current Assets........................... $1,414,177 (Euro)1,548,087
Noncurrent Assets........................ 3,303,717 3,616,548
Current Liabilities...................... 1,542,923 1,689,024
Noncurrent Liabilities................... 494,076 540,860
Minority interest........................ 76,286 83,510
Equity................................... 2,604,609 2,851,241

<CAPTION>
Year Ended Year Ended
December 31, December 31,
1999(1) 1999(3)
---------------- ---------------
(in $ thousands)
<S> <C> <C>
Income (loss) from operations............ $ 38,371 (Euro) 42,004
Income (loss) from continuing
operations.............................. (19,105) (20,914)
Basic income (loss) per share from
continuing operations................... (0.08) (0.09)
Diluted income (loss) per share from
continuing operations .................. (0.08) (0.09)
</TABLE>
--------
(1) Translations of amounts from euro into U.S. dollars have been computed
solely for the convenience of the reader based upon the noon buying rate of
(Euro)1.00=$0.9135 on August 15, 2000.
(2) Translations of amounts from U.S. dollars into euro have been computed
based upon the closing rate of (Euro)1.00=$1.004528 as of December 31,
1999, as published by the Banque de France, which is the French central
bank.
(3) Translations of amounts from U.S. dollars into euro have been computed
based upon the average rate of (Euro)1.00=$1.066597 for the year ended
December 31, 1999, as published by the Banque de France.

21
<PAGE>

Comparative Per Share Data

The following table sets forth hypothetical historical per ADS data of Havas
Advertising and historical per share data for SNC common stock and unaudited
pro forma and equivalent pro forma combined per share data to reflect the
completion of the merger based upon the historical financial results of Havas
Advertising and Snyder Communications presented under U.S. GAAP and the
conversion of each share of SNC common stock into 1.3017 Havas Advertising ADS,
which reflects the exchange ratio that would have applied if the merger had
occurred on August 15, 2000. The hypothetical Havas Advertising per ADS data
are derived from the actual Havas Advertising per share data, since each Havas
Advertising ADS will represent one Havas Advertising share, and reflect Havas
Advertising's 20 for 1 stock split on May 26, 2000. The historical Havas
Advertising per ADS data is referred to as "hypothetical" because Havas
Advertising has not issued any Havas Advertising ADSs prior to the date of this
proxy statement/prospectus. The equivalent pro forma combined per share data
for SNC common stock are calculated by multiplying the pro forma combined data
for the SNC common stock by the assumed exchange ratio of 1.3017. The actual
exchange ratio may vary depending on the market price of Havas Advertising
shares and the euro to U.S. dollar exchange rate prior to the merger. See
"Terms of the Merger Agreement and Related Transactions--Merger Consideration."

The hypothetical amount of cash dividends per Havas Advertising ADS reflects
the dividend paid by Havas Advertising in May 2000 based on the financial
performance of Havas Advertising for the year ended December 31, 1999. The
hypothetical book value per Havas Advertising ADS and the book value per share
of SNC common stock have been computed by dividing total stockholders' equity
by:

. in the case of Havas Advertising, the number of Havas Advertising ADSs
which would have been outstanding at December 31, 1999 if all Havas
Advertising shares were represented by Havas Advertising ADSs and

. in the case of Snyder Communications, the number of shares of SNC common
stock outstanding at December 31, 1999.

The pro forma combined data include the pro forma financial results of Havas
Advertising's 45% owned subsidiary, Media Planning Group, using the equity
method as if the business combination transaction creating Media Planning Group
had occurred on January 1, 1999. The pro forma data are not necessarily
indicative of actual or future operating results or of the financial position
that would have occurred or will occur upon consummation of the merger. This
data should be read in conjunction with the selected historical financial data
and the historical financial statements of Havas Advertising and the notes to
the historical financial statements that are included elsewhere in this proxy
statement/prospectus, as well as the selected historical financial data and the
historical financial statements of Snyder Communications and the notes to the
historical financial statements that are incorporated by reference into this
proxy statement/prospectus.

<TABLE>
<CAPTION>
Year Ended December 31, 1999
---------------------------------------------------
Hypothetical SNC
Havas Equivalent
Advertising SNC Pro Forma Pro Forma
Historical Historical(1) Combined Combined
------------ ------------- ----------- -----------
<S> <C> <C> <C> <C>
Income from continuing
operations per
ADS/share:
Basic................... (Euro)0.18 (Euro)0.37 (Euro)(0.09) (Euro)(0.12)
Diluted................. 0.16 0.36 (0.09) (0.12)
Cash dividends per
ADS/share(2)........... 0.23 -- 0.14 0.18
Book value per
ADS/share.............. 3.69 2.76 11.87 15.45
</TABLE>

(1) Translated solely for convenience into euro at the average rate for
conversion of euro to U.S. dollars of (Euro)1.00 = $1.066597 during the
year ended December 31, 1999, as published by the Banque de France.
(2) Historical Havas Advertising and pro forma combined information reflect the
dividend accrued, or that would have been accrued, in 1999, including the
French avoir fiscal, before deduction of any French withholding tax. Actual
payment of the annual Havas Advertising dividend for each fiscal year
occurs following Havas Advertising's annual ordinary general shareholders
meeting in the subsequent year. For an explanation of the

22
<PAGE>

French avoir fiscal, see "Taxation--French Taxation--Withholding Tax and
Avoir Fiscal" and "Taxation--Taxation of U.S. Investors--Taxation of
Dividends--Withholding Tax and Avoir Fiscal."

The value of pro forma combined earnings per share and of SNC equivalent
pro forma combined earnings per share will vary with the market price of Havas
Advertising shares. The following table demonstrates this variation, and is
based on the number of Havas Advertising shares that would have been issued if
the merger had occurred on August 15, 2000, assuming the 20-day average
closing sales prices of Havas Advertising shares on the Paris Bourse
immediately prior to that date are as indicated below. In each case, the four-
day average closing price used for calculating the value of issued equity is
assumed to equal the 20-day average closing price, except for the "Real at
August 15, 2000," where the actual four-day average closing price of
(Euro)23.76 on that date has been used.

<TABLE>
<CAPTION>
Earnings Per
20-day average closing price of Havas Advertising Earnings Per SNC Share
shares ending on the trading day prior to closing ADS/Share Equivalent
------------------------------------------------- ------------ ------------
Basic and Basic and
Diluted Diluted
<S> <C> <C>
Bottom of collar minus 10% ((Euro)22.19)........... (Euro)(0.06) (Euro)(0.08)
Real at August 15, 2000 ((Euro)24.05).............. (0.09) (0.12)
Bottom of collar ((Euro)24.65)..................... (0.10) (0.14)
Middle of collar ((Euro)29.00)..................... (0.11) (0.12)
Top of collar ((Euro)33.35)........................ (0.12) (0.11)
Top of collar plus 10% ((Euro)36.69)............... (0.17) (0.16)
</TABLE>
-------

Comparative Stock Price Information

The following table sets forth, for the periods indicated, the hypothetical
high and low closing price per ADS for Havas Advertising ADSs based on the
historical high and low closing price per share for Havas Advertising shares
(since each Havas Advertising ADS will represent one Havas Advertising share)
as reported on the Paris Bourse, which is the French national stock exchange.
The high and low closing prices have been adjusted to reflect Havas
Advertising's 20 for 1 stock split on May 26, 2000. The Havas Advertising ADS
data are referred to as "hypothetical" because Havas Advertising has not
issued any Havas Advertising ADSs prior to the date of this proxy
statement/prospectus. As a result, there currently is no public trading market
in the United States or elsewhere for Havas Advertising ADSs. However, upon
completion of the merger, Havas Advertising ADSs will be quoted on the Nasdaq
National Market System. The hypothetical prices per ADS for Havas Advertising
ADSs in relation to Havas Advertising shares are not necessarily indicative of
future trading prices for Havas Advertising ADSs in relation to Havas
Advertising shares. The table also sets forth, for the periods indicated:

. the high and low closing price per share of Snyder Communications common
stock (prior to Snyder Communications' recapitalization transaction on
October 22, 1999 when each share of Snyder Communications common stock
was converted into one share of SNC common stock and 0.25 of a share of
Circle.com common stock) and SNC common stock (after the
recapitalization), in each case as reported on the New York Stock
Exchange Composite Tape, and

. the high and low closing price per share of Circle.com common stock
(after the recapitalization), as reported on the Nasdaq National Market
System.

Snyder Communications common stock was first traded on the New York Stock
Exchange on September 24, 1996, and SNC common stock was first traded on the
New York Stock Exchange on October 29, 1999. Due to the October 22, 1999
recapitalization and the amendment to Snyder Communications' certificate of
incorporation to provide for SNC common stock and Circle.com common stock,
trading in Snyder Communications common stock ceased on October 28, 1999. The
information regarding SNC common stock for the last quarterly period of the
fiscal year ended December 31, 1999 is only available beginning on October 29,
1999, the first day of "regular way" trading for SNC common stock. The
information regarding Circle.com common stock for the last quarterly period of
the fiscal year ended December 31, 1999 is only available beginning on October
26, 1999, the first day

23
<PAGE>

of "when issued" trading for Circle.com common stock. Circle.com common stock
began "regular way" trading on October 29, 1999. On September 27, 1999, Snyder
Communications spun off its healthcare marketing services business, Ventiv
Health, Inc., to its stockholders in the form of a dividend of one share of
Ventiv Health common stock for every three shares of Snyder Communications
common stock held on the record date for the distribution. Details on the
distribution of Ventiv Health common stock are set forth in Snyder
Communication's proxy statement/prospectus dated October 5, 1999, for the
special meeting held on October 22, 1999.

<TABLE>
<CAPTION>
Hypothetical
Havas Snyder
Advertising Communications SNC Circle.com
ADS (1) Common Stock Common Stock Common Stock
------------- -------------- ----------------- -------------
High Low High Low High Low High Low
------ ------ ------- ------- ------ ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998
First Quarter........................... $ 8.11 $ 6.46 $ 47 1/4 $ 32 9/16 -- -- -- --
Second Quarter.......................... 11.06 7.41 53 5/8 37 7/8 -- -- -- --
Third Quarter........................... 11.02 6.92 49 1/2 30 1/8 -- -- -- --
Fourth Quarter.......................... 9.29 7.23 37 9/16 28 3/8 -- -- -- --
1999
First Quarter........................... $10.32 $ 7.92 $ 41 $ 24 3/8 -- -- -- --
Second Quarter.......................... 11.04 9.19 33 20 3/4 -- -- -- --
Third Quarter .......................... 12.24 10.67 32 1/2 14 11/16 -- -- -- --
Fourth Quarter.......................... 22.24 12.19 15 1/8 11 3/4 $ 21 3/16 $ 11 13/16 $ 21 11/16 $9
2000
First Quarter........................... $34.89 $18.70 -- -- $27 $16 11/16 $14 3/4 $6 1/4
Second Quarter ......................... 26.52 17.62 -- -- 25 18 7/16 8 7/16 2 5/16
Third Quarter (through August 14, 2000).. 24.58 19.57 -- -- 26 3/16 23 9/16 4 3/8 3
</TABLE>

(1) Translated solely for convenience into U.S. dollars at the noon buying rate
on the applicable trading day.

On August 14, 2000, the last reported price for:

. a Havas Advertising share, as reported on the Paris Bourse, was
(Euro)24.05, or $21.73 based on the noon buying rate of (Euro)1.00 =
$0.9037 on August 14, 2000, which would suggest a hypothetical per ADS
price for Havas Advertising ADSs on August 14, 2000 of $21.73 as well

. a share of SNC common stock was $25.50, as reported on the New York
Stock Exchange Composite Tape and

. a share of Circle.com common stock was $3.13, as reported on the Nasdaq
National Market System.

The following table sets forth the hypothetical closing price per ADS for
Havas Advertising ADSs, based on the historical closing price per Havas
Advertising share, since each Havas Advertising ADS will represent one Havas
Advertising share, the closing price per share of SNC common stock, the
equivalent price per share of SNC common stock and the closing price per share
of Circle.com common stock as of:

. February 18, 2000, the trading date immediately preceding public
announcement of the merger and

. August 14, 2000, the last practicable trading day prior to the effective
date of the registration statement of which this proxy
statement/prospectus forms a part.

24
<PAGE>

The per share equivalent closing price information for the SNC common stock
set forth below is calculated by multiplying the hypothetical Havas Advertising
per ADS closing price information by 1.3017, which reflects the exchange ratio
that would have applied if the merger had occurred on August 15, 2000.

<TABLE>
<CAPTION>
Hypothetical
Havas
Advertising SNC SNC Circle.com
Per ADS Per Share Per Share Per Share
Historical Historical Equivalent Historical
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
On February 18, 2000
Closing price per share/ADS...... $26.00 $20.50 $33.84 $13.25
On August 14, 2000
Closing price per share/ADS...... $21.73 $25.50 $28.29 $ 3.13
</TABLE>

Because the calculation of the actual exchange ratio for the conversion of
SNC common stock into Havas Advertising ADSs in the merger will depend on the
market price of Havas Advertising shares and the exchange rate for converting
euro into U.S. dollars prior to the merger, a change in the market price of
Havas Advertising shares or the euro to U.S. dollar exchange rate could affect
the market value of the Havas Advertising ADSs that holders of SNC common stock
will receive in the merger. For a tabular presentation of the value holders of
SNC common stock will receive for each share of SNC common stock based on
varying market prices for Havas Advertising shares and varying exchange rates
for converting euro into U.S. dollars, see "Terms of the Merger Agreement and
Related Transactions--Merger Consideration." There can be no assurance as to
the market price of the Havas Advertising shares or the euro to U.S. dollar
exchange rate at any time before the merger. Holders of SNC common stock are
urged to obtain current market quotations for Havas Advertising shares, SNC
common stock and the exchange rate for converting euro into U.S. dollars.

The following table sets forth, for the periods indicated:

. the average daily trading volume for Havas Advertising shares as
reported on the Paris Bourse

. the average daily trading volume for shares of Snyder Communications
common stock (prior to Snyder Communications' recapitalization
transaction on October 22, 1999) and SNC common stock (after the
recapitalization), in each case as reported on the New York Stock
Exchange Composite Tape, and

. the average daily trading volume for shares of Circle.com common stock
(after the recapitalization), as reported on the Nasdaq National Market
System.

The average daily trading volume for Havas Advertising shares has been
adjusted to reflect Havas Advertising's 20 for 1 stock split on May 26, 2000,
and is not necessarily indicative of future average daily trading volume for
Havas Advertising shares.

<TABLE>
<CAPTION>
Havas Snyder
Advertising Communications SNC Circle.com
Average Average Average Average
Daily Volume Daily Volume Daily Volume Daily Volume
------------ -------------- ------------ ------------
<S> <C> <C> <C> <C>
1998
First Quarter........... 287,677 227,530 -- --
Second Quarter.......... 346,120 398,086 -- --
Third Quarter........... 265,493 358,544 -- --
Fourth Quarter.......... 358,112 466,694 -- --

1999
First Quarter........... 540,685 560,238 -- --
Second Quarter.......... 395,533 658,624 -- --
Third Quarter........... 275,063 973,325 -- --
Fourth Quarter.......... 872,993 530,880 496,009 895,134

2000
First Quarter........... 959,493 -- 706,811 396,554
Second Quarter.......... 901,238 -- 329,364 143,483
Third Quarter (through
August 14, 2000)....... 435,633 -- 312,917 85,427
</TABLE>

25
<PAGE>

As of August 14, 2000, none of the 29,838,097 Havas Advertising shares held
in registered form, which comprised 19.0% of the total amount of Havas
Advertising shares outstanding, were owned by persons or entities residing in
the United States. As of August 14, 2000, there were no persons or entities
residing in the United States that owned Havas Advertising shares held in
registered form. The remaining 81% of the Havas Advertising shares outstanding
were held in bearer form. Havas Advertising has no basis to provide any
estimation of the number of shares held in bearer form owned by persons or
entities residing in the United States or the number of persons or entities
residing in the United States that are holders of shares held in bearer form.

As of July 31, 2000, approximately 99.43% of the holders of record of shares
of SNC common stock resided in the United States and approximately 99.3% of
the holders of record of shares of Circle.com common stock resided in the
United States.

Comparative Dividend Information

The following table sets forth, for the periods indicated, hypothetical
dividend information per Havas Advertising ADS, based on historical per share
information for Havas Advertising shares, since each Havas Advertising ADS will
represent one Havas Advertising share. The Havas Advertising ADS data are
referred to as "hypothetical" because Havas Advertising has not issued any
Havas Advertising ADSs prior to the date of this proxy statement/prospectus.
The dividend information is presented both without including the French avoir
fiscal, or tax credit, and including the French avoir fiscal, before deduction
of any French withholding tax. For an explanation of the French avoir fiscal,
see "Taxation--French Taxation--Withholding Tax and Avoir Fiscal" and
"Taxation--Taxation of U.S. Investors--Taxation of Dividends--Withholding Tax
and Avoir Fiscal." Snyder Communications has never paid any cash dividends on
either Snyder Communications common stock (prior to Snyder Communications'
October 22, 1999 recapitalization transaction) or on SNC common stock or
Circle.com common stock (after the recapitalization).

Each year indicated in the following table represents the fiscal year of
Havas Advertising to which the dividend relates. Actual payment of the annual
dividend for each fiscal year occurs following Havas Advertising's annual
ordinary general shareholders meeting in the subsequent year. The amounts set
forth below have been translated solely for convenience into U.S. dollars at
the noon buying rate on the respective dividend payment dates, or on the
following business day if that date was not a business day in the United
States. Avoir fiscal amounts have been converted into dollars at the noon
buying rate on those dates although the amounts are paid subsequent to those
payment dates. The noon buying rate may differ from the rate that may be used
by the depositary to convert euro to U.S. dollars for purposes of making
payments to holders of Havas Advertising ADSs. For the 1999 annual dividend
paid on May 24, 2000, the amounts indicated have been converted into U.S.
dollars at the noon buying rate of 0.9096 on May 24, 2000. The payment
equivalent to the French avoir fiscal, less applicable French withholding tax,
will be made by the French government only after receipt of a claim for the
payment and, in any event, not before January 15 of the year following the
calendar year in which the dividend is paid. Some U.S. tax-exempt holders of
Havas Advertising ADSs will not be entitled to full payments of the avoir
fiscal. See "The Merger--Material U.S. Federal Income Tax Consequences of the
Merger" and "Taxation--French Taxation--Witholding Tax and Avoir Fiscal" and
"Taxation--Taxation of U.S. Investors--Taxation of Dividends--Withholding Tax
and Avoir Fiscal."

<TABLE>
<CAPTION>
Hypothetical Dividend
Per Havas Hypothetical Dividend
Advertising ADS Per Havas Advertising
Without ADS Including
Fiscal Year for Dividend Avoir Fiscal Avoir Fiscal
------------------------ --------------------- ---------------------
<S> <C> <C>
1995............................... $0.12 $0.17
1996............................... 0.11 0.16
1997............................... 0.13 0.19
1998............................... 0.13 0.20
1999............................... 0.14 0.20
</TABLE>

26
<PAGE>

RISK FACTORS

Holders of SNC common stock will be choosing to invest in Havas Advertising
ADSs by voting in favor of the merger. Holders of Circle.com common stock will
be choosing to become stockholders of a subsidiary of Havas Advertising by
voting in favor of the merger. The merger and an investment in Havas
Advertising ADSs involve risk. In addition to the other information contained
in or incorporated by reference into this proxy statement/prospectus, holders
of SNC common stock and Circle.com common stock should carefully consider the
following risk factors in deciding whether to vote for the merger.

Risks Relating to the Merger

The value of the Havas Advertising ADSs that holders of SNC common stock will
receive in the merger may be less than $29.50 if the Havas Advertising shares
decrease in value prior to the merger.

The exchange ratio will be set based upon the average closing price of Havas
Advertising shares on the Paris Bourse, which is the French national stock
exchange, during the 20 trading days ending on the day prior to the merger, and
the average exchange rate for converting euro into U.S. dollars during the same
period. That price is sometimes referred to in this proxy statement/prospectus
as the "average closing price of Havas Advertising shares."

Holders of SNC common stock will receive $29.50 worth of Havas Advertising
ADSs, based on the average closing price of Havas Advertising shares, for each
share of SNC common stock exchanged in the merger if the average closing price
of Havas Advertising shares is greater than or equal to (Euro)24.65 but not
greater than (Euro)33.35. If the average closing price of Havas Advertising
shares is less than (Euro)24.65, the value of the Havas Advertising shares will
be fixed at (Euro)24.65 per share for purposes of computing the exchange ratio.
This means that the value of the Havas Advertising ADSs that holders of SNC
common stock would receive in exchange for each share of SNC common stock would
be less than $29.50. For example, if the merger had occurred on August 15,
2000, the value of Havas Advertising ADSs that the holders of SNC common stock
would have received for each share of SNC common stock would have been $28.78,
based on the average closing price of Havas Advertising shares of (Euro)24.05
and the average euro to U.S. dollar exchange rate of 0.9194 as of that date.
For a tabular presentation of the value that holders of SNC common stock would
receive for each share of SNC common stock based on various trading values for
Havas Advertising shares, see "Terms of the Merger Agreement and Related
Transactions--Merger Consideration."

At the time of the special meeting of Snyder Communications stockholders,
holders of SNC common stock will not know the exact value of the Havas
Advertising ADSs they will receive when the merger is completed, because the
average closing price of Havas Advertising shares and the average euro to U.S.
dollar exchange rate at the time the special meeting occurs is likely to be
different from the average closing price of Havas Advertising shares and the
average euro to U.S. dollar exchange rate used to determine the exchange ratio.
This fluctuation could increase or decrease the actual value of the Havas
Advertising ADSs that holders of SNC common stock will receive. The price of
Havas Advertising shares may change as a result of changes in the business,
operations or prospects of Havas Advertising or Snyder Communications, market
assessments of the likelihood that the merger will be completed and the timing
of its completion, regulatory considerations, general market and economic
conditions, factors affecting the communications services industry in general
and other factors. The euro to U.S. dollar exchange rate may change as a result
of increases or decreases in relative interest rates between the European Union
and the United States, public perceptions of relative levels of economic
activity of the European Union and the United States and other factors. You
should obtain current market quotations for Havas Advertising shares, SNC
common stock and euro to U.S. dollar exchange rate and call Innisfree
M&A Incorporated, Snyder Communications' solicitation agent, at 1-888-750-5834
for current information on the average closing price and the exchange ratio.

Havas Advertising may not be able to realize the benefits it expects to achieve
from the merger.

Havas Advertising has entered into the merger agreement with the expectation
that the merger will result in a number of benefits to Havas Advertising. The
benefits Havas Advertising expects to achieve from the merger are described in
"The Merger--Havas Advertising's Reasons for the Merger." Achieving the
benefits of the merger will depend in

27
<PAGE>

part upon the efficient integration of the businesses of Snyder Communications
with those of Havas Advertising. Havas Advertising cannot ensure you that this
will occur. The integration will require substantial attention from, and pose
challenges to, the managements of both Havas Advertising and Snyder
Communications. The integration process could interrupt or disrupt Havas
Advertising's and Snyder Communications' businesses and result in material
negative effects on the combined operations of Havas Advertising and Snyder
Communications. There can be no assurance that the combined company will
realize any of the anticipated benefits of the merger.

Havas Advertising may forego potential revenues following the merger due to
client conflicts of interest.

Havas Advertising may not be retained following the merger by existing, new
or potential clients of Havas Advertising or Snyder Communications if either
Havas Advertising or Snyder Communications provides marketing or communications
services for clients with competing products. Client conflicts of interest are
inherent in the communications services industry due to the proprietary nature
of clients' products and competitive pressures related to those products. Some
of Snyder Communications' clients may have products or services that compete
with the products or services of clients of Havas Advertising. Like many of its
competitors, Havas Advertising's divisions have a general practice of not
representing clients with competing product lines. In addition, Havas
Advertising's divisions are often contractually precluded from representing
companies with competing products or services.

In order for counsel to render their tax opinions, the valuation of Havas
Advertising at the time of the merger must be at least equal to that of Snyder
Communications.

It is a condition to the completion of the merger that Snyder Communications'
U.S. tax counsel and Havas Advertising's U.S. tax counsel each renders an
opinion to the effect that the merger should constitute a reorganization for
U.S. federal income tax purposes. In rendering these opinions, counsel will
rely upon representations made by Havas Advertising, Snyder Communication and
several stockholders of Snyder Communications. Among the representations made
by Havas Advertising and Snyder Communications is a representation to the
effect that, at the time of the merger, the fair market value of Havas
Advertising will be at least equal to the fair market value of Snyder
Communications. If either Havas Advertising or Snyder Communications is unable
to make this representation at the time of the merger, Havas Advertising's and
Snyder Communications' U.S. tax counsel will be unable to render their opinions
as to the tax-free nature of the merger. In this case, if Snyder Communications
were to waive the condition, Snyder Communications would resolicit the vote of
its stockholders.

It is a condition of the merger that SNC common stock represent at least 80% of
the total combined voting power of SNC common stock and Circle.com common
stock, taken together.

It is a condition to the merger that the SNC common stock represent "control"
of Snyder Communications at the time of the merger. Under applicable current
tax law, "control" is defined as stock possessing at least 80% of the total
combined voting power of all classes entitled to vote and at least 80% of the
total number of shares of each other class of stock. As of August 15, 2000, the
SNC common stock represented approximately 87.7% of the total voting power of
all classes of stock of Snyder Communications. If the closing of the merger
occurs prior to October 1, 2000, the next date on which the Circle.com common
stock vote is reset, the condition will continue to be satisfied. In the event
that the closing does not occur prior to October 1, 2000, and, if on the date
of the merger, the SNC common stock does not represent at least 80% of the
total combined voting power of all classes of stock of Snyder Communications,
Havas Advertising's and Snyder Communications' U.S. tax counsel will be unable
to render their opinions as to the tax-free nature of the merger. In this case,
if Snyder Communications were to waive the condition, Snyder Communications
would resolicit the vote of its stockholders.

The merger and dispositions of Havas Advertising ADSs by directors and
executive officers of Snyder Communications following the merger could cause
Snyder Communications' prior distribution of the stock of Ventiv Health to be
taxable to Snyder Communications and its stockholders.

The favorable tax treatment generally afforded to spin-offs does not apply to
a transaction used principally as a "device for the distribution of earnings
and profits." The determination of whether a transaction was used principally
as a "device" is made based on all the facts and circumstances, including the
presence of factors evidencing these devices. A sale or exchange of stock of a
corporation that distributes stock of a subsidiary in a spin-off (or a sale of
stock received in exchange for such stock in a tax-free transaction) after the
spin-off is evidence of a

28
<PAGE>

device. Accordingly, the IRS may assert that dispositions of Havas Advertising
ADSs received in the merger by executive officers and directors of Snyder
Communications may violate this requirement and therefore will cause any Ventiv
Health stock received by you in the spin-off of Ventiv Health to Snyder
Communications stockholders to be taxable to you as a dividend in an amount
equal to the fair market value of the Ventiv Health stock at the time of the
spin-off. On the date of the spin-off the average trading price of the Ventiv
Health stock was $8.50 per share. In addition, it is possible that these
dispositions, or the merger itself will cause Snyder Communications to
recognize gain on the spin-off in an amount equal to the excess of the fair
market value of the Ventiv Health stock at the time of the spin-off over Snyder
Communications' basis in the Ventiv Health stock and some Snyder
Communications' affiliates to recognize gain as a result of restructuring
transactions undertaken incident to the spin-off.

The executive officers and directors of Snyder Communications have interests in
the merger that are in conflict with, are different from or are in addition to,
those of holders of SNC common stock and Circle.com common stock.

You should be aware that the executive officers of Snyder Communications and
members of the Snyder Communications board of directors have interests in the
merger that are in conflict with, are different from or in addition to yours as
a holder of SNC common stock or Circle.com common stock. These interests
include employment agreements, stock options and transaction bonuses relating
to the merger. For example, Daniel M. Snyder, Michele D. Snyder and A. Clayton
Perfall, executive officers of the Company and members of the Snyder
Communications board, will receive a transaction bonus in cash or other
compensation equal to $800,000, $700,000 and $700,000, respectively, if the
merger is completed. Daniel M. Snyder and Michele D. Snyder will also receive
cash payments of approximately $1.9 million and $1.2 million, respectively, to
cover excise tax payments resulting from the acceleration of the options to
purchase shares of SNC common stock and Circle.com common stock.

In addition, all of the outstanding and unvested stock options of Daniel M.
Snyder, Michele D. Snyder and A. Clayton Perfall to purchase shares of SNC
common stock and Circle.com common stock will vest immediately prior to the
merger. Currently, options to purchase 909,504 shares of SNC common stock and
227,376 shares of Circle.com common stock held by Daniel M. Snyder, 454,752
shares of SNC common stock and 113,688 shares of Circle.com common stock held
by Michele D. Snyder, and 60,634 shares of SNC common stock and 15,158 shares
of Circle.com common stock held by A. Clayton Perfall, will vest immediately
prior to the merger. Additionally, the other members of the board of directors
of Snyder Communications each hold options to purchase 25,000 shares of SNC
common stock and 6,250 shares of Circle.com common stock which will vest
immediately prior to the merger. Under the terms of the merger agreement, these
executive officers and board members will have the right, exercisable on or
prior to the date of completion of the merger, to cause Havas Advertising to
purchase for cash all of their options to purchase SNC common stock that
accelerated as a result of the merger. The amount of cash that Havas
Advertising would have been required to pay to purchase these options, if the
merger had occurred on August 15, 2000, is approximately $33.1 million. These
and other interests of the executive officers and directors of Snyder
Communications are described in "The Merger--Interests of Snyder Communications
Management and Board of Directors in the Merger." In addition, Daniel M. Snyder
and Michele D. Snyder and their affiliates hold approximately 16.3% of the
outstanding shares of SNC common stock and will receive a proportionate
percentage of the Havas Advertising ADSs in the merger.

Following the merger, Havas Advertising will have the ability to allocate
corporate opportunities in the Internet services business to itself or the SNC
business rather than the Circle.com business.

After the merger, Snyder Communications will be a subsidiary of Havas
Advertising. Havas Advertising currently conducts an Internet services business
similar to that of the Circle.com business and expects to continue to develop
that business separate and apart from the Internet services business of
Circle.com after the merger. Havas Advertising will have substantial control
over allocating corporate opportunities to the SNC business, the Circle.com
business, or to its operations that do not include Snyder Communications. These
decisions could favor the SNC business owned by Havas Advertising or Havas
Advertising's other businesses at the expense of the Circle.com business and
may adversely affect the market price of the Circle.com common stock.

29
<PAGE>

Snyder Communications' board of directors may change its management and
allocation policies without stockholder approval to the detriment of the
holders of Circle.com common stock.

After the merger, Havas Advertising will hold over 80% of the voting rights
of Snyder Communications, and consequently will have the power to elect all of
the directors.

Snyder Communications' board of directors may modify or rescind its policies
with respect to the allocation of corporate overhead, taxes, debt, interest and
other matters, or may adopt additional policies, in the exercise of its
business judgement in accordance with the directors' fiduciary duties to Snyder
Communications and all of its stockholders, in each case without stockholder
approval. A decision by Snyder Communications' board to modify or rescind these
policies, or adopt additional policies, could adversely effect the holders of
Circle.com common stock as compared to Havas Advertising as the holder of the
SNC common stock following the merger. For example, Snyder Communications'
board of directors could modify its policy regarding competition between the
groups to prohibit indirect competition altogether or to prohibit the provision
of services between the SNC business and the Circle.com business. In
particular, there can be no assurance that Snyder Communications' board of
directors will not change its policies relating to the Internet services
business currently conducted by the Circle.com business.

The merger may adversely impact Circle.com's ability to obtain financing to
fund its operations.

Circle.com has a history of operating losses, as well as net losses, since it
began operations. Circle.com has historically relied on financing directly from
Snyder Communications and third-party financing arrangements through Snyder
Communications to fund its operations. Circle.com's cash on hand as of June 30,
2000 is not likely to be sufficient to fund its operations through the end of
2000. If Circle.com fails to generate sufficient cash from its operations to
pay its expenses, management will need to identify other sources of funds,
including Snyder Communications. Havas Advertising will have substantial
control over decisions concerning Snyder Communications' financing
arrangements, including any direct or indirect financing for Circle.com.
Decisions concerning the level, terms and sources of financing for Circle.com
may adversely affect Circle.com's results of operations and the market price of
the Circle.com common stock.

Sales of Havas Advertising ADSs by officers and directors of Snyder
Communications, or sales of Havas Advertising shares by Havas Advertising's
largest shareholder, may adversely affect the price of Havas Advertising ADSs.

Sales of significant amounts of Havas Advertising ADSs or Havas Advertising
shares could create an excess supply and therefore cause a reduction in the
price of Havas Advertising ADSs.

Daniel M. Snyder and Michele D. Snyder, executive officers and members of the
board of directors of Snyder Communications and holders of approximately 16.3%
of the outstanding shares of SNC common stock, as well as Fred Drasner and
Mortimer Zuckerman, members of the board of directors of Snyder Communications
who, together with Mr. Snyder and Ms. Snyder and the Charles E. Smith Jewish
Day School of Greater Washington, Inc., represent approximately 28% of the
outstanding shares of SNC common stock, are party to a voting agreement where
each stockholder has agreed to restrictions on the resale of Havas Advertising
ADSs for a period of 180 days following the merger. For a period of 90 days
following the effective date of the merger, no such stockholder may dispose of
any Havas Advertising ADSs received in the merger except for approximately 12%
of the aggregate number of Havas Advertising ADSs that will be outstanding
after the merger, calculated as if the merger had occurred on August 15, 2000,
in order to satisfy existing forward purchase contracts. In addition, during
the same 90-day period, Havas Advertising has agreed to use its reasonable best
efforts to facilitate or arrange a third party placement or underwriting for
these stockholders of up to approximately 7.8% of the aggregate number of Havas
Advertising ADSs that will be outstanding after the merger, calculated as if
the merger had occurred on August 15, 2000. If no such placement or
underwriting is arranged, this amount of Havas Advertising ADSs will be
eligible for sale by these stockholders under the voting agreement for the
period beginning 90 days and ending 180 days following the merger. After that
180-day period has elapsed, these stockholders will have no restrictions on the
sale of their Havas Advertising ADSs under the voting agreement and will only
be subject to restriction under U.S. securities laws. See "The Merger--
Restrictions on Resales by Affiliates."

30
<PAGE>

In addition to the foregoing, Havas S.A., Havas Advertising's largest
shareholder, is a party to a voting agreement where it agreed to restrictions
on the sale of Havas Advertising shares for a period of 180 days following the
merger. Havas S.A. owns 29,939,200 Havas Advertising shares, which represented
approximately 19.4% of the outstanding Havas Advertising shares as of May 23,
2000. After that 180-day period has elapsed, Havas S.A. will have no
restrictions on the sale of its Havas Advertising shares under the voting
agreement.

The board of directors of Snyder Communications will be able to determine the
fair market value of the SNC common stock after the merger, which could have an
adverse effect on the voting rights of the holders of Circle.com common stock.

Because the SNC common stock will be delisted from the New York Stock
Exchange upon completion of the merger and no public trading market will exist
for shares of SNC common stock held by Havas Advertising, the board of
directors of Snyder Communications will be required under the terms of Snyder
Communications' certificate of incorporation to determine the fair market value
of the SNC common stock on a quarterly basis when calculating the voting rights
of the holders of Circle.com common stock. Under the terms of Snyder
Communications' certificate of incorporation, once shares of SNC common stock
are no longer publicly traded, the board must select an independent investment
bank to determine the fair market value of the SNC common stock, or if an
independent investment bank is unavailable, the board must determine the fair
market value in its good faith judgment. The determination of the fair market
value of the SNC common stock by either an independent investment bank or the
board may be significantly different from the historical trading price of the
SNC common stock on the New York Stock Exchange and could have an adverse
effect on the voting rights of the holders of Circle.com common stock.

Risks Relating to Ownership of Havas Advertising ADSs

The trading price of Havas Advertising ADSs and dividends paid on Havas
Advertising ADSs may be materially adversely affected by fluctuations in the
exchange rate for converting euro into U.S. dollars.

Fluctuations in the exchange rate for converting euro into U.S. dollars may
affect the value of Havas Advertising ADSs. Specifically, as the relative value
of the euro to U.S. dollar declines, each of the following values will also
decline:

. the U.S. dollar equivalent of the euro trading price of Havas
Advertising shares in France, which may consequently cause the trading
price of Havas Advertising ADSs in the United States to also decline

. the U.S. dollar equivalent of the proceeds that a holder of Havas
Advertising ADSs would receive upon the sale in France of any Havas
Advertising share withdrawn from the depositary and

. the U.S. dollar equivalent of cash dividends paid in euro on the Havas
Advertising shares represented by the ADSs.

The holders of Havas Advertising ADSs may not be able to exercise their voting
rights due to delays in notification to and by the depositary.

The depositary may not receive voting materials for Havas Advertising shares
represented by Havas Advertising ADSs in time to ensure that holders of Havas
Advertising ADSs can instruct the depositary to vote their shares. In addition,
the depositary's liability to holders of Havas Advertising ADSs for failing to
carry out voting instructions or for the manner of carrying out voting
instructions is limited by the deposit agreement. As a result, holders of Havas
Advertising ADSs may not be able to exercise their right to vote and may not
have any recourse against the depositary or Havas Advertising if their shares
are not voted as they have requested.

If holders of Havas Advertising ADSs fail to comply with the legal notification
requirements under French law and Havas Advertising's statuts, they could be
deprived of some or all of their voting rights and be subject to a fine.

Under Havas Advertising's statuts, if any person who becomes a direct or
indirect holder of more than 2%, or any multiple of 2%, of the share capital or
voting rights of Havas Advertising fails to notify Havas Advertising within 15
days of crossing each 2% threshold, the holder could be deprived of the voting
rights for all shares in excess of the relevant notification threshold for up
to two years at the request of any one or more Havas Advertising shareholders
owning at least 5% of the share capital of Havas Advertising. In addition,
French law requires any person who acquires more than 5%, 10%, 20%,

31
<PAGE>

33.33%, 50% or 66.66% of the outstanding shares or voting rights of Havas
Advertising, as a listed company, to file a report with Havas Advertising
within 15 days of crossing any such threshold percentage. The person acquiring
more than 10% or 20% of the share capital or voting rights of Havas Advertising
must add to the report a statement of its intentions relating to future
acquisitions or participation in the management of Havas Advertising for the
following 12-month period. If any shareholder fails to comply with this legal
notification requirement under French law, the shares or voting rights in
excess of the relevant notification threshold will also be deprived of voting
power for up to two years on the demand of any interested party who has
suffered a loss. In addition, all or part of the shareholder's voting rights
may be suspended for up to five years by the French commercial court and the
shareholder may be subject to a fine of FF120,000 at the request of Havas
Advertising's chairman, any Havas Advertising shareholder or the Commission des
Operations de Bourse, or COB.

Holders of Havas Advertising ADSs will have limited rights to call
shareholders' meetings or to submit shareholder proposals, which could
adversely affect their ability to participate in the governance of Havas
Advertising.

Except under limited circumstances, only the Havas Advertising board of
directors may call a meeting of Havas Advertising's shareholders. In limited
circumstances, a shareholders' meeting may be called by Havas Advertising's
shareholders at the request of the holders of 10% or more of Havas
Advertising's capital stock. In addition, only shareholders or groups of
shareholders representing at least (Euro)520,000 of the share capital of Havas
Advertising or a duly qualified association of shareholders who have held their
shares in registered form for at least two years and together hold at least 1%
of Havas Advertising's voting rights may submit proposed resolutions for
meetings of shareholders. As a result, the ability of holders of Havas
Advertising ADSs to participate in and influence the governance of Havas
Advertising will be limited.

Holders of Havas Advertising ADSs will have limited recourse if Havas
Advertising or the depositary fail to meet their obligations under the deposit
agreement or if they wish to involve Havas Advertising or the depositary in a
legal proceeding.

The deposit agreement expressly limits the obligations and liability of Havas
Advertising and the depositary. Neither Havas Advertising nor the depositary
will be liable if they:

. are prevented or hindered in performing any obligation by circumstances
beyond their control

. exercise or fail to exercise discretion under the deposit agreement

. perform their obligations without gross negligence or bad faith

. take any action based upon advice from legal counsel, accountants, any
person presenting shares for deposit, any holder or any other qualified
person or

. rely on any documents they believe in good faith to be genuine and
properly executed.

In addition, the depositary has no obligation to participate in any action,
suit or other proceeding in respect of the Havas Advertising ADSs. Havas
Advertising only has the obligation to participate in an action, suit or other
proceeding which may involve it in expense or liability if it is indemnified.
These provisions of the deposit agreement will limit the ability of holders of
Havas Advertising ADSs to obtain recourse if Havas Advertising or the
depositary fail to meet their obligations under the deposit agreement or if
they wish to involve Havas Advertising or the depositary in a legal proceeding.

Havas Advertising is subject to different corporate disclosure standards which
may limit the information available to holders of Havas Advertising ADSs.

As a foreign private issuer, Havas Advertising will not be required to comply
with the notice and disclosure requirements under the Exchange Act relating to
the solicitation of proxies for shareholder meetings. Although Havas
Advertising will be subject to the periodic reporting requirements of the
Exchange Act, the periodic disclosure required of non-U.S. issuers under the
Exchange Act is more limited than the periodic disclosure required of U.S.
issuers. Therefore, there may be less publicly available information about
Havas Advertising than is regularly published by or about other public
companies in the United States.

32
<PAGE>

Risks Relating to Operations

Havas Advertising has in the past and may in the future lose existing or
potential client accounts or assignments to its competitors.

The communications services industry is highly competitive, and Havas
Advertising expects it to remain so. Havas Advertising's principal competitors
in the advertising, direct marketing and related businesses are large
multinational marketing and communications companies, as well as numerous
smaller agencies that operate only in one or more regions, countries or local
markets. Havas Advertising must compete with these other companies and agencies
to maintain existing client relationships and to obtain new clients and
assignments. In addition, some clients require agencies to compete for business
at mandatory periodic intervals.

Havas Advertising's U.S. clients typically have the right to cancel contracts
with agencies upon 90 days' notice, and Havas Advertising's non-U.S. clients
typically also have the right to cancel contracts with agencies on 90 to 180
days' notice. In addition, clients generally remain free to move from one
agency to another with relative ease. As is typical in the communications
services industry, Havas Advertising has lost or resigned client accounts and
assignments for a variety of reasons, including conflicts with newly acquired
clients. Havas Advertising may not be successful in replacing clients that
leave or in replacing revenues when a client significantly reduces its amount
of work. A significant reduction in the marketing and communications spending
by, or the loss of, one or more of Havas Advertising's largest clients could
have a material adverse effect on Havas Advertising's results of operations and
ability to further generate and sustain business in the communications services
industry.

Havas Advertising may not be able to effectively compete with larger
organizations for globally consolidated accounts.

Havas Advertising believes that large multinational companies are
consolidating their accounts with one organization that can fulfill their
marketing and communications needs worldwide. This trend requires Havas
Advertising and its competitors to make significant investments. These
investments include additional offices and personnel around the world and new
and improved technology for linking these offices and people. Havas Advertising
is required to make significant capital expenditures for maintenance, expansion
and upgrades of the computer networks that link its international network of
employees and offices. To the extent that Havas Advertising's competitors may
have broader geographic scope or greater financial resources to invest in
additional offices, personnel or technology, they may be better able than Havas
Advertising to take advantage of an opportunity for the consolidation of a
global account.

Havas Advertising's financial results may be disproportionately affected by a
downturn in the level of economic activity in its principal markets.

Demand for advertising and marketing services is directly related to the
amount of money that advertisers spend for promoting their products and
services. In turn, the amount of money that advertisers spend for promoting
their products and services is directly related to general economic conditions.
However, advertising budgets are typically disproportionately impacted by
declines in general economic conditions, resulting in greater negative effects
on the communications services industry compared to other types of businesses.
As a result, Havas Advertising's prospects, business, financial condition and
results of operations may be disproportionately adversely affected by a
downturn in general economic conditions in one or more of its markets.

Havas Advertising's ability to generate and sustain business in the
communications services industry depends on its ability to attract and retain
key personnel.

Havas Advertising's ability to maintain its competitive position is highly
dependent upon the skills of its creative, research, media and account
personnel and practice group specialists, and their

33
<PAGE>

relationships with Havas Advertising's clients. Competition among
communications services companies for qualified personnel is intense. If Havas
Advertising cannot attract and develop additional key personnel or retain and
motivate its existing key personnel, Havas Advertising's ability to generate
and sustain business in the communications services industry could be adversely
affected.

Loss of the services of key management personnel could have a material adverse
effect on Havas Advertising's ability to manage its diverse group of
businesses, which could slow Havas Advertising's growth and have a negative
impact on the price of Havas Advertising shares and ADSs.

Havas Advertising depends on the services of its key management personnel to
coordinate the global activities of its four principal operating divisions and
implement its acquisition strategy. Many of these personnel do not have written
employment arrangements with Havas Advertising.

In particular, Havas Advertising relies on Alain de Pouzilhac, the Chairman
and Chief Executive Officer of Havas Advertising since 1989, to perform these
functions. Mr. de Pouzilhac is also an officer of Havas Advertising's major
shareholder, Havas S.A. Mr. de Pouzilhac was appointed as Havas Advertising's
Chairman and Chief Executive Officer at the request of Havas S.A. and has no
formal employment agreement with Havas Advertising. As a result, Mr. de
Pouzilhac may terminate his position as Chairman and Chief Executive Officer of
Havas Advertising at any time, whether at the request of Havas S.A. or
otherwise.

Havas Advertising believes that the loss of the services of its key
management personnel such as Mr. de Pouzilhac could have a material adverse
effect on Havas Advertising's ability to manage and coordinate effectively the
activities of its four principal operating divisions while continuing to
implement its acquisition strategy. This could slow the growth of Havas
Advertising or lower the quality of services, which could reduce customer
demand and have a negative impact on the price of Havas Advertising shares and
ADSs.

If Havas Advertising cannot identify appropriate acquisition opportunities,
complete these acquisitions on satisfactory terms and successfully integrate
newly acquired businesses and companies, including Snyder Communications, Havas
Advertising's growth could be slowed, which could have a negative impact on the
price of Havas Advertising shares and ADSs.

Havas Advertising has completed numerous acquisitions in the past and intends
to continue to do so in the future to enhance its marketing capabilities and
expand its geographic reach. Havas Advertising may not be successful in
identifying suitable acquisition candidates or investment opportunities or
consummating acquisitions or investments on terms satisfactory to it. Failures
in identifying or consummating acquisitions could slow Havas Advertising's
growth, which could in turn have a negative impact on the price of the Havas
Advertising ADSs that holders of SNC common stock receive in the merger. Havas
Advertising may use Havas Advertising shares as consideration for acquisitions,
which could result in dilution for holders of Havas Advertising ADSs.
Furthermore, any acquisition, including the merger transaction with Snyder
Communications, involves a number of risks. These risks include the following:

. difficulties of integrating the activities, technologies and service
offerings of the acquired business

. the concentration of senior management's efforts on these difficulties
rather than the other affairs of Havas Advertising

. the management of physically and culturally distant and diverse entities
and

. the possible loss of key personnel in the business acquired.

Failure to overcome these risks or other problems encountered in acquisitions
could slow the growth of Havas Advertising or lower the quality of its
services, which could reduce customer demand and have a negative impact on the
price of the Havas Advertising ADSs that holders of SNC common stock receive in
the merger.

Fluctuations in the exchange rates between the euro and the various currencies
in which Havas Advertising conducts business may adversely affect its operating
results.

Havas Advertising records the revenues and expenses of its local operations
in their home currencies and translates these amounts into euro. As a result,
fluctuations in foreign currency exchange rates in markets where Havas
Advertising derives significant revenues or has significant operations

34
<PAGE>

may adversely affect its revenues, expenses and results of operations as well
as the value of its assets and liabilities. Fluctuations may also adversely
affect the comparability of period-to-period results. For example, the value of
the Brazilian Real fluctuated in relation to the euro during the 12 months
ended December 31, 1999 and ended the period 22% lower than its value to the
euro in the beginning of the year. Since each Brazilian Real converted to fewer
euro, Havas Advertising's revenue in euro was reduced. In the past, the
currencies of many Latin American countries, including Brazil and Mexico in
particular, have experienced substantial devaluation and volatility.

Havas Advertising's Latin American and Asian markets have a history of
political and economic instability which may disrupt Havas Advertising's
operations and adversely affect its results.

Havas Advertising derived approximately 9.1% of its revenues in 1999, and in
the future expects to continue to derive a significant portion of its revenues,
from Latin American and Asian markets. Both Latin America and Asia have
experienced periods of political and economic instability recently. If these
conditions were to reoccur, Havas Advertising's business could be adversely
affected. Historically, political and economic instability in Latin American
and Asian countries has been caused by:

. extensive governmental involvement, control or ownership of industries
in local economies, including financial institutions and other commerce
infrastructure

. unexpected changes in regulatory requirements such as imposing licensing
requirements or levying new taxes

. slow or negative growth as a result of recessionary trends caused by
currency devaluations, interest rate hikes and inflation

. imposition of trade barriers through trade restrictions, high tariffs
and taxes and

. wage and price controls that reduce potential profitability of
businesses.

Any reoccurrence of adverse political and economic conditions may deter
economic growth in these regions, which may adversely impact Havas
Advertising's business in comparison to companies in the communications
services industry that do not derive such a significant portion of their
revenues from these regions. Currently, Havas Advertising does not have
political risk insurance to guard against business interruptions and other
losses caused by political acts.

Government regulation relating to the advertising industry in the countries in
which Havas Advertising operates could result in significant liabilities to
Havas Advertising and put it at a competitive disadvantage with competitors
having a large portion of their operations in countries with less advertising
regulation.

As the owner of advertising agencies operating in the United States which
create and place print and Internet advertisements, Havas Advertising is
subject to Section 5 and 12 of the U.S. Federal Trade Commission Act. These
sections regulate advertising in all media, including the Internet, and require
advertisers and advertising agencies to have substantiation for advertising
claims before disseminating advertisements. In the event that any advertising
that Havas Advertising has created is found to be false, deceptive or
misleading, the Federal Trade Commission Act could potentially subject Havas
Advertising to liability.

In France, media buying activities are subject to specific regulations
following the adoption in 1993 of Law No. 93-122, known as the "Loi Sapin." The
Loi Sapin has profoundly redefined long-standing practices in the media
industry in France and in particular the traditional role of advertising
agencies. Since the introduction of the Loi Sapin, advertising agencies in
France are no longer able to purchase advertising space from media providers
and then resell the space on different terms to advertisers. In addition,
advertising agencies cannot receive any commissions or discounts directly from
media providers. The Loi Sapin has had in the past, and Havas Advertising
expects that it will continue to have, a significant negative financial impact
on Havas Advertising's media buying activities in France.

In addition, Havas Advertising cannot make any assurances that other current
or future government laws and regulations, or the application of existing laws
and regulations, will not:

. subject Havas Advertising to significant liabilities

35
<PAGE>

. significantly dampen growth in Internet usage

. prevent Havas Advertising from offering some Internet content or
services or

. otherwise have a material adverse effect on the business, financial
condition and operating results of Havas Advertising.

These government laws and regulations in the United States, France and other
significant markets for Havas Advertising could put Havas Advertising at a
competitive disadvantage with other communications services companies having a
larger portion of their operations in countries with less advertising
regulation.

Regulatory uncertainties regarding the collection and use of client data could
harm Havas Advertising's business, and put it at a competitive disadvantage
with competitors that derive a smaller percentage of their revenues from
marketing services.

Growing concern regarding privacy and the collection, distribution and use of
information about Internet users has led to increased federal, state and
foreign scrutiny and legislative and regulatory activity concerning data
collection and use practices. Various federal, state and foreign governments
and agencies have recently proposed limitations on the collection and use of
information regarding Internet users. In October 1998, the European Union
adopted a directive that limits the collection and use of information regarding
Internet users in Europe. In addition to government activity, a number of
industry and privacy advocacy groups are considering various new, additional or
different self-regulatory standards. Due to Havas Advertising's significant
marketing services, which rely on the collection and use of client data, this
scrutiny, and any legislation, regulations or standards promulgated, may
disproportionately adversely impact Havas Advertising.

Governments, trade associations and industry self-regulatory groups may enact
more burdensome laws, regulations and guidelines, including consumer privacy
laws, affecting Havas Advertising or its clients. Since many of the proposed
laws or regulations are just being developed, and a consensus on privacy and
data usage has not been reached, Havas Advertising cannot yet determine the
impact these regulations may have on its business. Any of these laws,
regulations, guidelines or other restrictions could have an adverse effect on
Havas Advertising's business and put it at a competitive disadvantage with
competitors that derive a smaller percentage of their revenues from marketing
services.

Civil liabilities or judgments against Havas Advertising or its directors or
officers based on U.S. federal or state securities laws may not be enforceable
in the U.S. or in France.

Havas Advertising has been advised by Clifford Chance Selafa, its French
counsel, that holders of Havas Advertising ADSs may not be able to effect
service of process within the United States upon Havas Advertising's directors
and officers and its external auditors. As a result, it may not be possible to
enforce, in U.S. courts, judgments against these persons or against Havas
Advertising based on any civil liability provisions of the U.S. federal or
state securities laws. In addition, Havas Advertising has been advised by
Clifford Chance Selafa that civil liabilities based on U.S. federal or state
securities laws may not be enforceable against Havas Advertising and its
directors and officers in France. If an original action is brought in France,
based solely on U.S. federal or state securities laws, French courts may not
have the necessary jurisdiction to grant the remedies sought. Actions for
enforcement in France of judgments of U.S. courts rendered against these French
persons would require them to waive their right under the French Civil Code to
be sued only in France. Havas Advertising believes that none of these French
persons have waived this right with respect to actions based solely on the U.S.
federal or state securities laws.

36
<PAGE>

THE SPECIAL MEETING

Time and Place

This proxy statement/prospectus is provided to you because the Snyder
Communications board of directors is soliciting proxies for use at the special
meeting. The special meeting will be held on September 25, 2000, at 9:00 a.m.,
eastern time, at The Ritz-Carlton Hotel, Tysons Corner, 1700 Tysons Boulevard,
McLean, Virginia 22102. This proxy statement/prospectus is first being mailed
to stockholders of Snyder Communications on or about August 25, 2000.

Record Date

Snyder Communications has established August 21, 2000 as the record date for
the special meeting. Only holders of record of shares of SNC common stock and
Circle.com common stock at the close of business on this date will be eligible
to vote at the special meeting.

Purpose of the Special Meeting

The purpose of the Snyder Communications special meeting is to consider and
vote upon a proposal to approve and adopt the Amended and Restated Agreement
and Plan of Merger, dated as of August 3, 2000 and effective as of February 20,
2000, among Snyder Communications, Havas Advertising and HAS Acquisition Corp.,
providing for the merger of HAS Acquisition Corp. with and into Snyder
Communications. After the merger, Snyder Communications will be a subsidiary of
Havas Advertising.

Vote Required to Approve the Merger Proposal

The merger proposal will require the favorable vote of the holders of a
majority of the voting rights represented by the outstanding shares of SNC
common stock and Circle.com common stock, voting together as a single class. As
a result, abstentions and broker non-votes on the merger proposal will have the
same effect as negative votes. Broker non-votes occur when a broker returns a
proxy but does not have authority to vote on a particular proposal.

Snyder Communications' common stock consists of SNC common stock and
Circle.com common stock. Each outstanding share of SNC common stock is entitled
to one vote on the proposal. As of the date of this proxy statement/prospectus
and through and including September 30, 2000, each outstanding share of
Circle.com common stock is entitled to 0.45 of a vote per share. The vote per
share of each outstanding share of Circle.com common stock was calculated in
accordance with the requirements set forth in Snyder Communications'
certificate of incorporation as of July 1, 2000, by taking the average market
value of a share of Circle.com common stock over the period beginning on
October 22, 1999, the date of the recapitalization of Snyder Communications
that created the SNC common stock and Circle.com common stock, and ending on
June 30, 2000 (the last trading day for the Circle.com common stock in the
previous quarter) divided by the average market value of a share of SNC common
stock over the same period. As of August 15, 2000, the most recent practicable
date prior to the date of this proxy statement/prospectus, Snyder
Communications had issued and outstanding 72,423,503 shares of SNC common stock
and 22,742,878 shares of Circle.com common stock. These shares represent
approximately 84.7% and 15.3%, respectively, of the economic interest of Snyder
Communications as of June 30, 2000, and 87.7% and 12.3%, respectively, of the
voting interest of Snyder Communications as of August 15, 2000. The shares of
SNC common stock and Circle.com common stock held in treasury will not be
entitled to vote or be counted in determining the number of outstanding shares.

As of August 15, 2000, Daniel M. Snyder, Michele D. Snyder, Fred Drasner and
Mortimer Zuckerman, all directors and/or executive officers of Snyder
Communications, and their affiliates, together with the Charles E. Smith Jewish
Day School of Greater Washington, Inc., beneficially owned approximately 28% of
the outstanding shares of SNC common stock and approximately 22% of the
outstanding shares of Circle.com common stock, representing approximately 27%
of the aggregate voting rights of the outstanding shares of

37
<PAGE>

SNC common stock and Circle.com common stock. These stockholders entered into a
voting agreement in which they agreed to vote their shares at the special
meeting for adoption of the merger agreement and approval of the merger and
against other transactions that would impede or delay completion of the merger.

Holders of SNC common stock should not send stock certificates with the
enclosed proxy card. If the merger is completed, Havas Advertising will furnish
former holders of SNC common stock with instructions for exchanging their
shares of SNC common stock for Havas Advertising ADSs at that time.

Quorum

In order to carry on the business of the special meeting, there must be a
quorum. This means the holders of a majority of the voting rights represented
by the issued and outstanding shares of SNC common stock and Circle.com common
stock entitled to vote at a meeting of the stockholders, considered together as
a single class, must be represented in person or by proxy at the special
meeting. Abstentions and broker non-votes will count for quorum purposes.

Proxies

If you properly fill in your proxy card and send it to Snyder Communications
in time to vote, your shares will be voted as you have directed. If you sign
the proxy card without making a choice concerning a proposal, the individuals
named on your proxy card will vote your shares in favor of approval and
adoption of that proposal. If you mark "abstain" on your proxy card, your
shares will be counted as present for purposes of determining the presence of a
quorum. If necessary, unless you have indicated on your proxy card that you
wish to vote against one or more of the proposals, the individuals named on
your proxy card may vote all shares represented by your proxy, whether it be an
affirmative vote in favor of the proposal, an abstention or a broker non-vote,
in favor of a proposal to adjourn the special meeting to a later date in order
to solicit and obtain sufficient votes for any of the proposals.

A proxy card is enclosed for your use. To vote without attending the special
meeting in person, you should complete, sign, date and return the proxy card in
the accompanying envelope, which is postage-paid if mailed in the United
States. Stockholders who hold their SNC common stock and/or Circle.com common
stock in their own name may authorize Snyder Communications' board of directors
to execute a proxy to vote their shares by telephone by following the simple
instructions on the enclosed proxy card. Stockholders whose shares are held in
the name of a bank or broker should follow the voting instructions provided by
the bank or broker. The availability of telephone and/or Internet voting for
those stockholders will depend on the voting process offered by the bank or
broker.

If you have completed and returned a proxy card, you can still vote in person
at the special meeting. If you hold your shares in your own name, you may
revoke your proxy, regardless of how you submitted your previous proxy, before
it is voted by:

. submitting a new proxy card with a later date

. voting by telephone after the date of a previously given proxy

. voting in person at the special meeting or

. filing with the Secretary of Snyder Communications a written revocation
of proxy.

Attendance at the special meeting will not of itself constitute revocation of
a proxy. Written notices of revocation must be received before stockholders
vote at the special meeting. Any revocation by telephone must be done prior to
the time of the special meeting.

If you do not hold your shares of SNC common stock and/or Circle.com common
stock in your own name, you may revoke a previously given proxy by following
the revocation instructions provided by the bank, broker or other party who is
the registered owner of the shares.

38
<PAGE>

Solicitation of Proxies

The cost of soliciting proxies will be paid by Snyder Communications. In
addition to solicitation by mail, officers, directors, employees and agents of
Snyder Communications may solicit proxies by correspondence, telephone,
telegraph, telecopy or other electronic means, or in person, but without extra
compensation. In addition, arrangements will be made with brokerage houses and
other custodians, nominees and fiduciaries to send proxy materials to
beneficial owners and Snyder Communications will, upon request, reimburse them
for their reasonable expenses in doing so. Snyder Communications may request
the return of proxy cards by telegram or in person. The extent to which this
will be necessary depends entirely upon how promptly proxy cards are returned.
You are urged to send in your proxies without delay.

39
<PAGE>

THE MERGER

Background of the Merger

On September 27, 1999, Snyder Communications spun-off its healthcare services
business as a new company known as Ventiv Health, Inc. The separation of Snyder
Communications' healthcare services business from its direct marketing,
advertising and communications business and its Internet-based professional
services business was accomplished by transferring the assets and liabilities
of the healthcare services business to Ventiv Health and then distributing
shares of Ventiv Health common stock to Snyder Communications' common
stockholders. Since completing the spin-off of Ventiv Health, Snyder
Communications and Ventiv Health have operated as separate independent
companies, and neither Ventiv Health nor Snyder Communications had any
ownership interest in the other.

The separation of Ventiv Health from Snyder Communications was undertaken
because of the belief of Snyder Communications' management that separating the
companies would allow each to tie compensation to the performance of its
specific business, develop focused business strategies, improve access to
capital and increase the visibility of its particular business to the capital
markets. At the time Snyder Communications decided to create two distinct and
independent companies by separating the healthcare services business from
Snyder Communications' other businesses, it had no plan or intention to merge
or consolidate with a competitor or to enter into any other business
combination transaction that would result in the acquisition of Snyder
Communications by a third party. Snyder Communications' management had in the
past examined the benefits of acquiring smaller businesses as they became
available for purchase as a way to grow and obtain the benefits of increased
size, but its strategy for Snyder Communications did not involve the
acquisition of Snyder Communications by a third party.

During the fourth quarter of 1999, the stock prices of other major
international marketing services and advertising agencies increased
dramatically, while the SNC common stock price did not experience similar
growth. During the period from October 1, 1999 to December 15, 1999, the
average stock price and earnings multiples of a group of six major
international marketing services and advertising agencies, including Havas
Advertising, Interpublic Group of Companies, Inc., Omnicom Group Inc., Publicis
SA, WPP Group Plc and Young & Rubicam Inc., increased an average of 39.6%
compared with a 16.2% increase in the stock price and earnings multiples of SNC
common stock during the same period. At December 15, 1999, based on earnings
forecasts contained in published analyst reports, Snyder Communications
estimated the price/earnings ratio of the SNC common stock to be 15.4 times
2000 projected earnings per share compared with an average price/earnings ratio
of 36.5 times 2000 projected earnings per share for the group of six other
companies noted above, making Snyder Communications an attractive acquisition
target.

On November 16, 1999, a representative of a major international advertising
agency contacted Daniel M. Snyder, chairman and chief executive officer of
Snyder Communications, requesting a meeting with Mr. Snyder. Mr. Snyder agreed
to the meeting and met with representatives of the agency on November 24, 1999.
During the November 24, 1999 meeting, the agency representatives expressed a
possible interest in pursuing a potential transaction with Snyder
Communications, which could include an acquisition of Snyder Communications.
Mr. Snyder concluded the meeting by stating that Snyder Communications was not
considering such a transaction and would only continue discussions concerning a
potential transaction if the potential acquiror provided Snyder Communications
with a written indication of interest.

On November 29, 1999, a representative of Havas Advertising contacted Michele
D. Snyder, chief operating officer of Snyder Communications. A. Clayton
Perfall, chief financial officer of Snyder Communications, called the Havas
Advertising representative in response to the telephone call received by Ms.
Snyder and agreed to meet with representatives of Havas Advertising on December
7, 1999. During the December 7, 1999 meeting, the Havas Advertising
representatives expressed Havas Advertising's possible interest in pursuing a
potential transaction with Snyder Communications, which could include an
acquisition of Snyder Communications. Mr. Perfall concluded the meeting with
Havas Advertising by stating that Snyder Communications was not considering
such a transaction and would only continue discussions concerning a potential
transaction if Havas Advertising provided Snyder Communications with a written
indication of interest.

40
<PAGE>

On December 15, 1999, the board of directors of Snyder Communications held a
regularly scheduled meeting in New York City. At that meeting, Snyder
Communications' management informed the board of the preliminary conversations
which had occurred between Snyder Communications and Havas Advertising, on the
one hand, and Snyder Communications and the other major international
advertising agency, on the other. The Snyder Communications board concluded
that the two overtures should be pursued if written indications of interest
were received and that a financial advisor should be retained to review
available strategic alternatives and to determine whether additional parties
might have an interest in a strategic transaction with Snyder Communications.

On December 16, 1999, Snyder Communications received a written indication of
interest from Havas Advertising.

On December 17, 1999, Snyder Communications interviewed an investment bank as
a potential financial advisor to assist Snyder Communications with a potential
transaction.

On December 18, 1999, Daniel M. Snyder, Michele D. Snyder and A. Clayton
Perfall interviewed Deutsche Bank Securities Inc. as a potential financial
advisor to assist Snyder Communications with a potential transaction. Snyder
Communications signed an engagement letter with Deutsche Bank on December 20,
1999, under which Deutsche Bank agreed to provide financial advisory and
investment banking services with respect to the exploration of various
strategic alternatives. At the meeting, Snyder Communications' management
requested that Deutsche Bank advise them concerning not only a possible
transaction between Snyder Communications and a third party, but also the
alternative of Snyder Communications remaining an independent company. At the
meeting, Deutsche Bank discussed with Snyder Communications' management the
fact that there was a clear trend in the industry towards consolidation and
that Snyder Communications' valuation was below that of other marketing
services companies. Deutsche Bank informed Snyder Communications that the
alternatives were either to remain independent or combine with a larger company
within the industry. Deutsche Bank advised Snyder Communications that, given
the consolidation in the industry, it might become harder to remain independent
and still create shareholder value in the future. Following consideration of
the matters presented at the meeting, Snyder Communications' management
authorized Deutsche Bank to solicit proposals regarding a business combination
from a number of other large advertising and direct marketing companies.

On December 20, 1999, Snyder Communications was contacted by another
investment bank, who on behalf of a third major international advertising
agency, expressed interest in a potential transaction with Snyder
Communications. Snyder Communications informed Deutsche Bank of the contact and
directed Deutsche Bank to respond to the inquiry on behalf of Snyder
Communications.

Beginning on December 22, 1999, Deutsche Bank initiated contact with
representatives from other potentially interested parties to explore whether
there was any interest in a possible transaction with Snyder Communications.
Deutsche Bank contacted a total of 13 companies about a potential transaction
with Snyder Communications. Thereafter, Snyder Communications signed
confidentiality/standstill agreements with 8 interested parties contacted by
Deutsche Bank, including Havas Advertising.

On January 7, 2000, Mr. Snyder was contacted by a representative from a
diversified U.S. advertising agency. Snyder Communications notified Deutsche
Bank of the contact and directed Deutsche Bank to respond to that party on
behalf of Snyder Communications. This firm was not among the parties initially
contacted by Deutsche Bank as a potential bidder for Snyder Communications.

Following the execution of confidentiality/standstill agreements with those
parties interested in exploring a possible transaction with Snyder
Communications, Deutsche Bank set January 14, 2000 as the deadline for
receiving proposals from potential bidders for Snyder Communications.

On January 14, 2000, Deutsche Bank received proposals from Havas Advertising
and another major international advertising agency concerning a potential
business combination transaction with Snyder Communications. Both of the
proposals contemplated the acquisition only of the SNC common stock and the SNC
business and were subject to completion of due diligence. Havas Advertising's
initial proposal contemplated merger consideration in the form of Havas
Adverting ADSs at an exchange ratio for the holders of SNC common

41
<PAGE>

stock of approximately $20 - $25 per share and included the execution of a
mutually acceptable merger agreement, voting agreement and option. The other
initial proposal contemplated merger consideration in the form of stock at an
exchange ratio for holders of SNC common stock of approximately $23 - $25 per
share and included the execution of mutually acceptable documents customary for
public company merger transactions.

On January 17, 2000, the Snyder Communications board of directors met to
review and discuss with its advisors the proposals received by Deutsche Bank on
January 14, 2000. The Snyder Communications board discussed the results of
Deutsche Bank's preliminary contacts and directed management to prepare
management presentations and gather legal and financial information in
anticipation of meetings with potential bidders.

During the last two weeks of January 2000, Snyder Communications' management
separately made presentations to representatives of Havas Advertising and the
other interested party that had submitted a proposal to Deutsche Bank.
Additionally, these two parties performed legal and financial due diligence
reviews of documents made available by Snyder Communications. A form of merger
agreement prepared by Weil, Gotshal & Manges LLP, Snyder Communications' legal
advisor, was distributed to these two interested parties for use in submission
of their final proposals.

Deutsche Bank advised the two interested parties that Snyder Communications
had set February 10, 2000 as the deadline for final proposals.

On February 11, 2000, the Snyder Communications board of directors met with
its advisors to review the proposal submitted by Havas Advertising, which was
the only final proposal received by Deutsche Bank on or prior to the February
10, 2000 deadline. The Snyder Communications board also discussed industry
consolidation, potential synergies resulting from a potential transaction with
Havas Advertising and regulatory matters. Havas Advertising's final proposal
submitted to Deutsche Bank included a proposed exchange ratio for the SNC
common stock of $26.50 per share consisting of stock plus a cash component of
approximately $350 million in the aggregate (or approximately $4.70 per share)
or, alternatively, a proposed exchange ratio for the SNC common stock of $29.50
per share in an all-stock transaction. Havas Advertising's proposal also
included a 10% collar to provide holders of SNC common stock price protection
in the merger. The proposed termination fee in Havas Advertising's final
proposal submitted to Deutsche Bank was approximately $85 million. Havas
Advertising's final proposal to Deutsche Bank was conditioned upon the
execution of a mutually acceptable merger agreement, voting agreement among
Havas Advertising and significant stockholders of Snyder Communications and a
stock option for SNC common stock. Following its review, the Snyder
Communications board directed Deutsche Bank to inform Havas Advertising of its
preference for an all-stock merger and urge representatives of Havas
Advertising to, among other things, increase the value of its proposal, make
changes to the proposed form of merger agreement that it had submitted with
respect to regulatory and tax matters and withdraw its request for a stock
option from Snyder Communications.

Following the February 11, 2000 meeting of the Snyder Communications board,
Havas Advertising's representatives advised Deutsche Bank that Havas
Advertising was prepared to pursue its proposal to acquire all of the
outstanding shares of SNC common stock in an all-stock transaction.

Commencing on the morning of February 14, 2000, representatives of the legal
advisors to Snyder Communications and Havas Advertising met to negotiate the
final forms of the merger agreement and the other merger-related documents,
including the voting agreement and the terms of the restrictions relating to
the Havas Advertising ADSs to be received by the holders of SNC common stock
party to the voting agreement in the proposed merger.

The Snyder Communications board of directors next met on the afternoon of
February 17, 2000. Snyder Communications' management, financial advisors and
legal counsel made presentations concerning the terms of the merger agreement
and related documentation and the proposed transaction. At the meeting,
Deutsche Bank reviewed the merger with the Snyder Communications board of
directors and subsequently delivered a written opinion dated February 20, 2000,
to the effect that, as of the date of the merger agreement and based upon and
subject to the assumptions made, matters considered and limitations set forth
in the opinion, the exchange ratio for each share of SNC common stock to be
converted in the merger was fair, from a financial point of view, to the
holders of SNC common stock. See "--Opinion of Snyder Communications' Financial
Advisor." After full discussion and consideration, the Snyder Communications
board unanimously concluded that the proposed merger was in the best interest
of Snyder Communications and its stockholders as a whole and approved the
merger agreement and the

42
<PAGE>

merger and authorized Snyder Communications' management to finalize and execute
the merger agreement on the terms discussed and approved at the meeting. The
Snyder Communications board also determined to recommend that the stockholders
of Snyder Communications vote to adopt the merger agreement. For a description
of the reasons for the decision and recommendation, see "--Snyder
Communications' Reasons for the Merger" and "--Factors Considered by, and
Recommendation of, the Snyder Communications Board."

During the evening of February 17, 2000 and from February 18, 2000 to
February 19, 2000, Snyder Communications and Havas Advertising finalized the
terms of the merger agreement, the voting agreement and the other related
documents and executed those agreements on February 20, 2000.

On the morning of February 21, 2000, before the opening of trading on the
Paris Bourse, the French national stock exchange, and one day before the
opening of trading on the New York Stock Exchange (due to the President's Day
holiday), Snyder Communications and Havas Advertising issued a joint press
release announcing that they had executed the merger agreement.

Snyder Communications' Reasons for the Merger

Snyder Communications is pursuing the merger for the following reasons:

Increasing Snyder Communications' Competitiveness. As the direct marketing,
advertising and communications industry continues to consolidate and grow
increasingly competitive, Snyder Communications believes that local and
regional advertising and communications companies will suffer the disadvantages
of smaller economies of scale and less purchasing power than international
advertising and communications companies. According to Advertising Age, the
combination of Havas Advertising and Snyder Communications will create the
fourth largest advertising and communications company in the world based on
1999 revenues, with approximately 20,000 employees in over 65 countries. Snyder
Communications believes that the merger will provide the combined company with
opportunities for economies of scale, including combined purchasing power,
operating efficiencies and access to each other's clients.

Substantial Premium to Pre-Announcement Stock Price. In the merger, holders
of SNC common stock will receive Havas Advertising ADSs worth $29.50 per share
of SNC common stock (subject to adjustment based on the average closing price
of Havas Advertising shares and the exchange rate for converting euro to U.S.
dollars). This represents a premium of approximately 44% from the last sales
price of SNC common stock on February 18, 2000, the last trading day prior to
the date the merger was publicly announced.

Best Transaction Following Solicitation of Proposals. In December 1999 and
January 2000, the Snyder Communications board of directors, with the assistance
of its financial and legal advisors, contacted 13 industry participants to
solicit their interest in a possible transaction with Snyder Communications.
See "--Background of the Merger." The Snyder Communications board gave
consideration to the interests of each class of its common stock in determining
that, given the available alternatives proposed by the interested parties
contacted in this process, none of which included an offer for Circle.com
common stock, the merger with Havas Advertising was in the best interests of
Snyder Communications and all of its stockholders. The Snyder Communications
board determined that the proposed merger with Havas Advertising was a good
opportunity for the holders of SNC common stock, especially given the premium
of the offer to its current trading price at the time, and a good combination
for the SNC business. Although the Snyder Communications board recognized that
there were risks associated with the merger that impacted the holders of
Circle.com common stock more than the holders of SNC common stock, such as the
potential loss of Internet opportunities and a change of management and
allocation policies following the merger, it concluded that these risks existed
irrespective of whether or not Snyder Communications merged with another
company. The board determined that the opportunities of being part of a large
international marketing company could provide benefits to the holders of
Circle.com common stock and that the potential increased benefits outweighed
the increases in the risks that already existed with holders of Circle.com
common stock being a part of Snyder Communications, the same entity that
conducts the SNC business. The Snyder Communications board also determined that
the merger with Havas Advertising would provide an opportunity for the holders
of Circle.com common stock to be part of a larger business that could add value
to the Circle.com business and that, despite the possible risks

43
<PAGE>

associated with the Circle.com common stock being part of a larger company that
provides similar Internet marketing services, this added value to the
Circle.com business may be in the best interests of the holders of Circle.com
common stock, since the Circle.com common stock would remain outstanding after
the merger and this opportunity to add value to the Circle.com business could
be recognized in the market.

Factors Considered by, and Recommendation of, the Snyder Communications Board

At a meeting of the Snyder Communications board held on February 17, 2000,
after due consideration, the Snyder Communications board unanimously:

. determined that the terms of the merger agreement are advisable and fair
to and in the best interests of Snyder Communications and its
stockholders
. voted to approve the merger and the merger agreement and related matters
and
. determined to recommend that the stockholders of Snyder Communications
adopt the merger agreement and approve the merger.

In reaching its decision to approve the merger agreement and the merger, and
to recommend that stockholders of Snyder Communications adopt the merger
agreement and approve the merger, the Snyder Communications board consulted
with its management and its financial and legal advisors and considered several
factors, including the following:
. the reasons described under "--Snyder Communications' Reasons for the
Merger"
. the terms of the merger agreement, including without limitation, the
form of consideration, the price risk presented by the "collar"
provisions in the merger agreement and Snyder Communications' ability,
under some circumstances, to terminate the merger agreement to accept an
acquisition proposal deemed by the Snyder Communications board of
directors to be superior to the merger upon payment of a termination fee
to Havas Advertising
. the long-term interests of Snyder Communications and its stockholders,
as well as the interests of Snyder Communications' employees, customers,
creditors, suppliers and the communities in which Snyder Communications
operates
. information concerning the business, earnings, operations, financial
condition and prospects of Snyder Communications and Havas Advertising,
both individually and on a combined basis, including the potential cost
efficiencies in connection with the Snyder Communications corporate
group which Deutsche Bank, Snyder Communications financial adviser,
estimated to be a post-combination savings of approximately $10 million
generated entirely by the elimination of a substantial portion of Snyder
Communications' headquarters costs for executive officers and functions
which are duplicative of Havas Advertising's headquarters requirements
. information with respect to the past earnings and stock performance of
each of Snyder Communications and Havas Advertising and the effect on
the stockholders as part of the combined company of the effect of the
merger on the capital structure and financial ratios
. information on a pro forma basis of the impact of the merger based on
calendar year 2000 estimated cash earnings per share which showed
accretion of 8.8% based on an assumed share price of $29.50
. the alternatives of either remaining independent or combining with a
larger company, in light of the clear trend in the industry towards
consolidation, Snyder Communications' low valuation compared with other
large marketing services companies and Deutsche Bank's advice that it
might be difficult for Snyder Communications to remain independent and
still create shareholder value
. the ability to complete the merger, including, in particular, the
likelihood of obtaining regulatory approvals and the terms of the merger
agreement regarding the obligations of both companies to pursue these
regulatory approvals
. the familiarity of the Snyder Communications board with the business,
properties and prospects of Snyder Communications, including the
opportunities and alternatives available to Snyder Communications if the
merger were not to be undertaken

44
<PAGE>

. the analysis and presentation of Deutsche Bank, and Deutsche Bank's
opinion to the effect that, as of the date of the merger agreement, and
based upon and subject to the assumptions, limitations and
qualifications set forth in its opinion, the exchange ratio for each
share of SNC common stock to be converted in the merger was fair, from a
financial point of view, to the holders of SNC common stock
. the fact that the directors and executive officers that were to become
party to the voting agreement with Havas Advertising, in the form
presented to the board, indicated their agreement to vote their shares
of SNC common stock and Circle.com common stock (which shares represent
approximately 28% of the outstanding SNC common stock and approximately
22% of the outstanding Circle.com common stock) in favor of the adoption
of the merger agreement and the merger and

. the interests of the directors and executive officers of Snyder
Communications in the merger as described in "--Interests of Snyder
Communications Management and Board of Directors in the Merger" on page
57.

The Snyder Communications board also was aware of potential risks relating to
the merger, including the following:

. the terms and conditions of the merger agreement, including but not
limited to:

. the obligation of Snyder Communications to pay a termination fee of
$85 million to Havas Advertising under some circumstances upon
termination of the merger agreement

. the prohibition against solicitation of alternative transactions and
the restrictions on engaging in discussions with third parties
regarding alternative transactions and

. the limitations upon the interim business operations of Snyder
Communications imposed by the merger agreement and the risks to
Snyder Communications' continuing business if the merger is not
completed

. the impact of the merger on Snyder Communications' customers and
employees and the potential negative impact on the ability of Snyder
Communications to retain key employees if the merger is not completed

. the risk associated with integrating some of the support functions of
the combined company and the achievement of anticipated cost savings

. the costs of completing the merger, which Snyder Communications
estimated to be approximately $27.0 million, consisting of a $12.0
million financial advisory fee payable to Deutsche Bank, $3.5 million of
legal, accounting and tax fees, $10.5 million of transaction-related
bonuses and excise tax reimbursement payments for Snyder Communications'
executive officers and other key employees and $1.0 million for other
costs such as printing and stockholder meeting costs and

. the other risks described under "Risk Factors" on page 27.

The foregoing discussion of the information and factors considered and given
weight by the Snyder Communications board is not intended to be exhaustive, but
includes the material factors considered by the Snyder Communications board.
The Snyder Communications board relied on the experience and expertise of
Deutsche Bank, its financial advisor, for quantitative analysis of the
financial terms of the merger. See "--Opinion of Snyder Communications'
Financial Advisor" on page 46. In reaching its decision to approve the merger
agreement and the merger and to recommend adoption of the merger agreement to
the stockholders of Snyder Communications, the Snyder Communications board did
not assign any relative or specific weights to the various factors considered.
Instead, the Snyder Communications board conducted an overall analysis of the
factors described above, including by participating in discussions with and
asking questions of its management and its legal and financial advisors. In
considering the factors above, individual directors may have given different
weight to different factors.

For the reasons discussed above, the Snyder Communications board has
unanimously approved and deemed advisable and in the best interests of Snyder
Communications and its stockholders the merger agreement and the merger, and
recommends that stockholders of Snyder Communications vote "FOR" adoption of
the merger agreement and the merger.

45
<PAGE>

Opinion of Snyder Communications' Financial Advisor

Under an engagement letter dated December 20, 1999, the Snyder Communications
board of directors retained Deutsche Bank to act as its financial advisor for a
possible business combination transaction involving Snyder Communications and,
if requested, to render an opinion to the Snyder Communications board as to the
fairness, from a financial point of view, of the consideration to be received
in a business combination transaction.

At a meeting of the Snyder Communications board of directors held on February
17, 2000, to evaluate and consider the proposed merger with Havas Advertising,
representatives from Deutsche Bank reviewed the merger with the Snyder
Communications board of directors and subsequently delivered a written opinion
dated February 20, 2000, to the effect that, as of the date of the merger
agreement and based upon and subject to the assumptions made, matters
considered and limitations set forth in the opinion and summarized below, the
exchange ratio for each share of SNC common stock to be converted in the merger
was fair, from a financial point of view, to the holders of SNC common stock.

The full text of Deutsche Bank's written opinion dated February 20, 2000,
which sets forth, among other things, the assumptions made, matters considered
and limitations on the review undertaken by Deutsche Bank in rendering its
opinion, is attached as Annex D to this proxy statement/prospectus. Deutsche
Bank's opinion was delivered to the Snyder Communications board of directors in
connection with the board's evaluation of the proposed merger, addresses only
the fairness of the exchange ratio from a financial point of view to the
holders of SNC common stock, and does not constitute a recommendation to any
stockholder of Snyder Communications as to how to vote at the Snyder
Communications special meeting. The opinion does not address the fairness of
the proposed merger to the holders of Circle.com common stock. While the
opinion only addresses the fairness of the exchange ratio of the SNC common
stock converted to Havas Advertising ADSs in the merger, all stockholders of
Snyder Communications are urged to read the opinion carefully and in its
entirety. The summary of Deutsche Bank's opinion in this proxy
statement/prospectus is qualified in its entirety by reference to the full text
of the opinion.

In rendering its opinion and in its role as financial advisor to Snyder
Communications, Deutsche Bank:

. reviewed publicly available financial information and other relevant
information concerning Snyder Communications and Havas Advertising and
internal analyses and other information furnished to it by Snyder
Communications and Havas Advertising

. held discussions with members of the senior management of Snyder
Communications and Havas Advertising regarding the businesses and
prospects of their respective companies and the joint prospects of a
combined company

. reviewed the reported prices and trading activity for SNC common stock
and Havas Advertising shares

. compared financial and stock market information for Snyder
Communications and Havas Advertising with similar information for other
publicly-traded companies in the marketing services industry similar to
Snyder Communications and Havas Advertising

. reviewed the financial terms, to the extent publicly available, of other
recent business combinations which it deemed comparable in whole or in
part

. reviewed the terms of the merger agreement and the other merger-related
documents and

. performed other studies and analyses and considered other factors as it
deemed appropriate.

In preparing its opinion, Deutsche Bank did not assume responsibility for
independent verification of, and did not independently verify, any information
that was publicly available or furnished to it concerning Snyder

46
<PAGE>

Communications or Havas Advertising, including, without limitation, any
financial information, forecasts or projections considered in rendering its
opinion. Accordingly, for purposes of its opinion, Deutsche Bank assumed and
relied on the accuracy and completeness of all financial and operational
information, forecasts, projections and discussions with management. Deutsche
Bank did not conduct a physical inspection of any of the properties or assets
of Snyder Communications or Havas Advertising, and did not prepare or obtain
any independent evaluation or appraisal of any of the assets or liabilities of
Snyder Communications or Havas Advertising.

With respect to the financial forecasts, projections and guidance from Snyder
Communications made available to and used by Deutsche Bank in its analyses,
Deutsche Bank assumed that those financial forecasts, projections and guidance
were reasonably prepared on bases reflecting the best currently available
estimates and judgments of the management of Snyder Communications. Snyder
Communications believes the information it provided to Deutsche Bank in this
regard was reasonably prepared on bases reflecting the best currently available
estimates and judgments of its management. With respect to the guidance from
Havas Advertising made available to and used by Deutsche Bank in its analyses,
Deutsche Bank assumed that the guidance it received was reasonable and based on
the best currently available judgments of the management of Havas Advertising.
Havas Advertising believes the guidance it provided to Deutsche Bank in this
regard was reasonably prepared on bases reflecting the best available judgments
of its management. In rendering this opinion, Deutsche Bank expressed no view
as to the reasonableness of these forecasts, projections and guidance or the
assumptions on which they were based.

Deutsche Bank's opinion was necessarily based on economic, market and other
conditions as in effect on, and the information made available to it as of, the
date of the opinion. Deutsche Bank expressed no opinion as to the price at
which SNC common stock or Havas Advertising shares will trade following the
announcement of the merger. Also, Deutsche Bank expressed no opinion as to the
successful listing of the Havas Advertising ADSs or the price at which the
Havas Advertising ADSs or Havas Advertising shares may trade at any time
following completion of the merger. Although subsequent developments may affect
its opinion, Deutsche Bank has assumed no obligation to update, revise or
reaffirm it.

For purposes of rendering its opinion, Deutsche Bank assumed, with the
consent of Snyder Communications' board of directors, that in all respects
material to its analysis:

. the representations and warranties of Snyder Communications and Havas
Advertising contained in the merger agreement are true and correct

. each of Snyder Communications and Havas Advertising will perform all of
the covenants and agreements to be performed by it under the merger
agreement and all the conditions necessary to complete the merger will
be satisfied without any waiver thereof and

. all material governmental, regulatory or other approvals and consents
required to complete the merger will be obtained and that when obtaining
any of these necessary approvals, no limitations, restrictions or
conditions will be imposed or amendments, modifications or waivers made
that would have a material adverse effect on Snyder Communications or
Havas Advertising or materially reduce the contemplated benefits of the
merger to Snyder Communications.

In the event any condition necessary to complete the merger is waived by
Snyder Communications or Havas Advertising, Snyder Communications will obtain a
new fairness opinion which will evaluate the fairness of the proposed merger
taking into account the waiver of these conditions.

The Deutsche Bank opinion and the summary set forth below do not take into
account the 20 for 1 stock split of Havas Advertising approved by the Havas
Advertising shareholders on May 26, 2000.

47
<PAGE>

The following is a brief summary of the material financial analyses performed
and factors considered by Deutsche Bank in rendering its opinion:

Historical Financial Position. In rendering its opinion, Deutsche Bank
reviewed and analyzed the historical and current financial condition of Snyder
Communications by assessing Snyder Communications' recent financial statements
and analyzing Snyder Communications' revenue, profitability, growth prospects
and operating performance trends and prospects.

Historical and Comparative Stock Price Performance. Deutsche Bank reviewed
the daily closing per share market prices for SNC common stock for the
following periods:

<TABLE>
<CAPTION>
As of As of
February 18, 1999 February 18, 2000
----------------- -----------------
<S> <C> <C>
Movement of SNC common stock price over
a one year period..................... $26.39 $20.50
<CAPTION>
As of
December 22, 1999
-----------------
<S> <C> <C>
SNC common stock price per share one
day prior to Snyder Communications'
public announcement that it was
evaluating strategic alternatives..... $15.81
<CAPTION>
As of As of
December 23, 1999 February 18, 2000
----------------- -----------------
<S> <C> <C>
Movement of SNC common stock price from
the date of its public announcement
that it was evaluating strategic
alternatives until the day prior to
the public announcement of the
merger................................ $19.00 $20.50
</TABLE>

February 18, 2000 was the last trading date prior to the public announcement of
the merger. The SNC common stock price as of February 18, 1999, obtained from
FactSet Research Systems Inc., was adjusted to take into account the spin-off
of Ventiv Health and the recapitalization of Snyder Communications' common
stock into SNC common stock and Circle.com common stock, which occurred in the
third and fourth quarter of 1999.

Deutsche Bank also reviewed the daily closing per share market prices of SNC
common stock and compared the movement of these daily closing prices with the
movement of the S&P 500 composite index, and the movement of an index comprised
of other marketing services companies over the period from February 18, 1998
through February 18, 2000 and over the period from February 18, 1999 through
February 18, 2000. The companies included in the marketing services companies
index were:

. Acxiom Corporation

. Ha-Lo Industries, Inc.
. Advo, Inc.

. Harte-Hanks, Inc.
. Catalina Marketing Corporation

. Mosaic Group Inc.
. infoUSA Inc.

As shown in the table below, Deutsche Bank noted that between February 18,
1998 and February 18, 2000, the performance of SNC common stock on a relative
basis lagged both the S&P 500 composite index and the marketing services
companies index. Deutsche Bank also noted that between February 18, 1999 and
February 18, 2000, the SNC common stock on a relative basis also lagged both of
these same indices.

48
<PAGE>

The information contained in the chart below is based on information obtained
from FactSet Research Systems Inc., and has been adjusted to take into account
the spin-off of Ventiv Health and the recapitalization of Snyder
Communications' common stock into SNC common stock and Circle.com common stock,
which occurred in the third and fourth quarter of 1999.

<TABLE>
<CAPTION>
Increase/(Decrease) For
Selected Periods
-----------------------------------
February 18, 1998 February 18, 1999
to to
February 18, 2000 February 18, 2000
----------------- -----------------
<S> <C> <C>
SNC common stock........................ (25.7)% (22.3)%
S&P 500 composite index................. 30.4% 8.8%
Marketing services companies index...... 36.4% 28.8%
</TABLE>

Deutsche Bank also reviewed the daily closing per share market price of Havas
Advertising shares and compared the movement of these daily closing prices with
the movement of the CAC 40 index (a broad-based index of common stocks based on
40 of the 100 largest companies on the Paris Bourse), the movement of an index
comprised of other advertising companies, and the movement of the other major
French advertising company, Publicis SA, over the period from February 18, 1998
through February 18, 2000 and over the period from February 18, 1999 through
February 18, 2000. The companies included in the advertising companies index
were:

. Saatchi & Saatchi Plc
. Cordiant Communications Plc

. True North Communications Inc.
. Interpublic Group of Companies, Inc.

. WPP Group Plc
. Omnicom Group Inc.

. Young & Rubicam Inc.
. Publicis SA

As shown in the table below, Deutsche Bank noted that, on a relative basis,
the performance of Havas Advertising shares exceeded the CAC 40 index and the
index of advertising companies referred to above since February 18, 1998 but
lagged Publicis SA over this same period. Deutsche Bank also noted that, on a
relative basis, the performance of Havas Advertising shares was better than the
CAC 40 index and the advertising companies index since February 18, 1999, but
underperformed relative to Publicis SA for the same period.

<TABLE>
<CAPTION>
Increase/(Decrease) For
Selected Periods
-----------------------------------
February 18, 1998 February 18, 1999
to to
February 18, 2000 February 18, 2000
----------------- -----------------
<S> <C> <C>
Havas Advertising shares................. 292.7% 191.7%
CAC 40 index............................. 84.7% 50.1%
Advertising companies index.............. 120.4% 43.0%
Publicis SA shares....................... 481.3% 260.9%
</TABLE>

Analysis of Other Publicly Traded Companies. Deutsche Bank compared relevant
financial information (based on the commonly used valuation measurements
described below) of Snyder Communications to corresponding information from
Havas Advertising and the companies comprising the marketing services index and
the advertising companies index previously described above. This financial
information included, among other things:

. ratios of common equity market value as adjusted for debt and cash,
commonly referred to in the investment community as "adjusted market
value," to revenues and earnings before interest, taxes, depreciation
and amortization, also known as "EBITDA", each for the latest reported
twelve month periods as derived from publicly available information and

. ratios of common stock price per share divided by earnings per share,
using estimated earnings per share for calendar years 2000 and 2001,
except for Havas Advertising and Publicis where the ratio of

49
<PAGE>

common stock price per share divided by earnings per share before
goodwill amortization, commonly referred to in the investment community
as "cash EPS," was utilized given the statistical relevancy of cash EPS
in Havas Advertising's and Publicis's home market.

The financial information used to calculate the multiples provided below for
Snyder Communications, Havas Advertising and both the marketing services and
advertising companies indices is as of February 18, 2000 and is based on the
latest reported twelve month period as derived from publicly available
information. The information also includes estimated earnings per share for
calendar years 2000 and 2001 as reported by the Institutional Brokers
Estimating System, except that the calendar year 2000 and 2001 estimates for
Havas Advertising were based on other equity research obtained by Deutsche Bank
as well as guidance provided by Havas Advertising.

<TABLE>
<CAPTION>
Share Price
as a Multiple of
-------------------
Calendar Calendar
Adjusted Market Year 2000 Estimated
Value as a Multiple Earnings Year 2001
of Last 12 Months Estimated Earnings
EBITDA per Share per Share
------------------- --------- ---------
<S> <C> <C> <C>
Marketing services companies
High................................... 35.8x 46.3x 33.9x
Low.................................... 7.2x 11.9x 16.4x
Average................................ 14.5x 28.0x 23.5x
Snyder Communications................... 14.5x 24.7x 20.1x
Advertising companies
High................................... 28.7x 59.0x 48.5x
Low.................................... 12.9x 19.5x 16.7x
Average................................ 20.5x 35.2x 30.1x
Havas Advertising....................... 26.0x 46.4x 40.9x
</TABLE>

As a result of the foregoing analysis, Deutsche Bank noted that as of
February 18, 2000, Snyder Communications' multiples were generally consistent
with the mean for the marketing services companies and lagged the relevant
multiples for both the advertising companies and Havas Advertising. Deutsche
Bank further noted that it was reasonable to assume that the SNC common stock
price during the period had been affected by speculation regarding a potential
transaction involving SNC.

Due to the inherent differences between the operations and financial
conditions of Snyder Communications, Havas Advertising, the marketing services
and advertising companies, Deutsche Bank believes that a comparable analysis is
not simply mathematical, but involves complex considerations and qualitative
judgments, reflected in Deutsche Bank's opinion, concerning differences between
the characteristics of these marketing services companies and advertising
companies, as well as other factors and differences in the businesses of Snyder
Communications and Havas Advertising.

Analysis of Selected Precedent Transactions. Deutsche Bank reviewed the
financial terms, to the extent publicly available, of ten pending or completed
mergers or acquisitions in the advertising or marketing services industries,
which sectors Deutsche Bank deemed to have similar economic and/or internal
competitive dynamics to Snyder Communications' SNC business. Deutsche Bank
calculated various financial multiples based on publicly available information
for each of the transactions and compared them to corresponding financial
multiples for the merger, based on the value of the exchange ratio for each
share of SNC common stock to be converted in the merger as of February 18,
2000.

The selected transactions include:

. The acquisition of NFO Worldwide, Inc. by Interpublic Group of Companies,
Inc.

. The acquisition of Nielsen Media Research, Inc. by VNU NV

50
<PAGE>

. The acquisition of Donnelley Marketing Inc., a subsidiary of First Data
Corp., by infoUSA Inc.

. The acquisition of Market Facts Inc. by Aegis Group

. The acquisition of May & Speh, Inc. by Acxiom Corporation

. The acquisition of Metromail Corporation by Great Universal Stores PLC

. The acquisition of CGT Group PLC by Omnicom Group Inc.

. The acquisition of Bozzell, Jacobs, Kenyon and Eckhardt Inc. by True
North Communications Inc.

. The acquisition of Direct Marketing PLC by Great Universal Stores PLC

. The acquisition of Experian, a subsidiary of TRW Inc., by Great Universal
Stores PLC

The following table summarizes the calculations by Deutsche Bank comparing
the adjusted market value as a multiple of revenues and EBITDA over the twelve
months ended December 31, 1999 for the merger and the selected transactions:

<TABLE>
<CAPTION>
Adjusted Market Value
as a multiple of
-----------------------------
Last 12 months Last 12 months
Revenue EBITDA
-------------- --------------
<S> <C> <C>
Selected Transactions
Average.................................. 3.0x 13.6x
High..................................... 6.5x 20.4x
Low...................................... 0.9x 7.0x
Merger at $29.50 per share..................... 3.9x 21.4x
</TABLE>

As a result of the foregoing analysis, Deutsche Bank noted that at the
assumed offer price of $29.50 per share, the multiple of adjusted market
valuation to revenue over the twelve month period ending December 31, 1999 for
the merger exceeded the mean for the selected transactions and was in the range
of the high and low multiples for these selected transactions. Deutsche Bank
further noted that at the assumed offer price of $29.50 per share, the multiple
of adjusted market valuation to EBITDA over the twelve month period ending
December 31, 1999 for the merger exceeded the mean, high and low multiples for
the selected transactions.

All multiples for the transactions analyzed were based on available public
information, without taking into account differing market and other conditions
existing during the periods in which the transactions occurred. Because the
reasons for and circumstances surrounding each of the selected transactions
analyzed were so diverse, and due to the inherent differences between the
operations and financial conditions of Snyder Communications, Havas Advertising
and the companies involved in the selected transactions, Deutsche Bank believes
that a comparable transaction analysis is not simply mathematical. The
comparable transaction analysis involves complex considerations and qualitative
judgments, reflected in Deutsche Bank's opinion, concerning differences between
the characteristics of these transactions and the merger that could affect the
value of the subject companies as well as the businesses of Snyder
Communications and Havas Advertising.

Premiums Paid Analysis. Deutsche Bank reviewed the premiums paid over market
value, to the extent publicly available, in 46 merger or acquisition
transactions completed since January 1, 1996. For purposes of its analysis,
Deutsche Bank selected recent transactions which were similar in structure to
the merger, especially in terms of value size, form of consideration and
accounting treatment. Deutsche Bank analyzed the premium paid to the target
above its share price (A) one day prior and (B) four weeks prior to the
announcement of the applicable transaction. These transactions were accounted
for under the purchase accounting method, included only stock consideration and
had adjusted market valuations (equity market valuation, plus debt less cash)

51
<PAGE>

between $1.0 billion and $3.0 billion. The following table presents a
comparison of the premium paid over market value at one day prior and four
weeks prior to the announcement of the transaction for the average of the
premium transactions and the merger:

<TABLE>
<CAPTION>
Premium to Market at
-------------------------------
One Day Four Weeks
Prior Prior
to Announcement to Announcement
--------------- ---------------
<S> <C> <C>
Premium transactions
High........................................ 223.6% 365.1%
Low......................................... (52.3)% (51.2)%
Average..................................... 20.1% 36.0%
Merger at $29.50 per share................... 43.9% 43.0%
</TABLE>

As a result of the foregoing analysis, Deutsche Bank noted that at the
assumed offer price of $29.50 per share, the premium paid to the holders of SNC
common stock exceeded the average of the premium transactions for both the one
day prior to announcement time period and the four weeks prior to announcement
period.

Historical Exchange Ratio Analysis. Deutsche Bank derived the average
historical exchange ratio by dividing the average daily closing price per share
of SNC common stock by the average daily closing price per share of Havas
Advertising common stock, converted to U.S. dollars from euro, over selected
periods prior to the announcement of the merger. As set forth in the table
below, Deutsche Bank then compared these average historical exchange ratios to
the implied merger exchange ratio of 0.0559 (based upon the assumed offer price
of $29.50 per share as of February 18, 2000).

<TABLE>
<CAPTION>
Exchange
Ratio
--------
<S> <C>
At the close of trading on February 18, 2000........................ 0.0388
Prior 15 day trading average........................................ 0.0392
Prior 30 day trading average........................................ 0.0414
Prior 90 day trading average........................................ 0.0409
Merger at $29.50 per share.......................................... 0.0559
</TABLE>

Deutsche Bank noted that the results of the foregoing analysis indicated that
the implied merger exchange ratio of 0.0559 (based upon the assumed offer price
of $29.50 per share as of February 18, 2000) compared favorably with each of
the average historical exchange ratios for the periods selected.

Discounted Cash Flow Analysis. Deutsche Bank performed discounted cash flow
analyses for Snyder Communications and Havas Advertising. The discounted cash
flow methodology values a business based on the current value of the future
cash flows that the business will generate. To establish a current value
utilizing this methodology, future cash flows must be estimated and an
appropriate discount rate determined. For purposes of its discounted cash flow
analysis, Deutsche Bank used the SNC common stock price as of February 18, 1999
obtained from FactSet Research Systems Inc. which was adjusted to take into
account the spin-off of Ventiv Health and the recapitalization of Snyder
Communications' common stock into SNC common stock and Circle.com common stock,
which occurred in the third and fourth quarter of 1999.

Deutsche Bank aggregated the present value of the projected Snyder
Communications cash flows from 2000 through 2004 based on projections provided
by Snyder Communications' management. Deutsche Bank utilized discount rates
ranging from 13.0% to 15.0% and terminal multiples ranging from 11.0x to 14.0x.
A terminal multiple is a number which is then multiplied by the EBITDA of the
business or company in year 2004. The result is also known as the terminal
value. Deutsche Bank selected these discount rates based on its judgment of the
cost of capital of the companies comprising the marketing services companies
index and determined the terminal multiple values based on its review of the
public trading characteristics of SNC common

52
<PAGE>

stock and the common stock of the companies comprising the marketing services
companies index. This analysis indicated a range of values of:

<TABLE>
<CAPTION>
Snyder Communications
Value Per Share
---------------------
<S> <C>
Discounted cash flow implied valuation............... $20.00 to $27.00
High price of SNC common stock from February 18, 1999
to February 18, 2000................................ $27.60
Low price of SNC common stock from February 18, 1999
to February 18, 2000................................ $ 9.88
Average price of SNC common stock for the 180 trading
days ended February 18, 2000........................ $16.19
Implied valuation via merger exchange ratio.......... $29.50
</TABLE>

As a result of the foregoing analysis, Deutsche Bank noted that the implied
valuation via the merger exchange ratio of $29.50 per share was higher than the
range of values computed using the discounted cash flow analysis.

Deutsche Bank also aggregated the present value of the projected Havas
Advertising cash flows from 2000 through 2004 based upon projections and
assumptions provided by publicly available equity research reports as well as
guidance provided by Havas Advertising's management. Deutsche Bank utilized
discount rates ranging from 12.0% to 14.0% and terminal multiples ranging from
17.0x to 21.0x. Deutsche Bank selected these discount rates based on its
judgment of the cost of capital of companies comprising the advertising
companies index and determined the terminal multiple values based on its review
of the trading characteristics of Havas Advertising shares and the common stock
of companies comprising the advertising companies index. This analysis
indicated a range of values of:

<TABLE>
<CAPTION>
Havas Advertising
Value Per Share
----------------------
<S> <C>
Discounted cash flow implied valuation.............. (Euro)543 to (Euro)700
High price of Havas Advertising shares from
February 18, 1999 to February 18, 2000............. (Euro)609.5
Low price of Havas Advertising shares from
February 18, 1999 to February 18, 2000............. (Euro)164.5
Average price of Havas Advertising shares for the
180 trading days ended February 18, 2000........... (Euro)307.25
As of February 18, 2000............................. (Euro)528
</TABLE>

As a result of the foregoing analysis, Deutsche Bank noted that the Havas
Advertising share price of (Euro)528 as of February 18, 2000 was generally
consistent with the range of values computed using the discounted cash flow
analysis.

Pro Forma Combined Earnings Analysis. Notwithstanding the fact Havas
Advertising is using purchase accounting for the merger for U.S. GAAP purposes,
and given the statistical relevancy of cash EPS analysis in Havas Advertising's
home market, Deutsche Bank analyzed the pro forma effects of the merger on the
cash EPS for Havas Advertising in calendar year 2000 based on research analyst
estimates obtained by Deutsche Bank as well as guidance provided by Havas
Advertising. At the time when this analysis was performed, the exchange rate
between the euro and the US dollar was approximately 1:1. The results of this
analysis are set forth below:

<TABLE>
<CAPTION>
Based on
Exchange
Ratio
--------
<S> <C>
Havas Advertising cash EPS (pre-acquisition)........................ $11.38
Havas Advertising pro forma cash EPS................................ $12.38
Pro forma accretion................................................. $ 1.00
Pro forma accretion (%)............................................. 8.8%
</TABLE>

53
<PAGE>

As a result of the foregoing analysis, Deutsche Bank noted that at the
assumed share price of $29.50, the holders of Havas Advertising shares could
benefit from accretion as a result of the acquisition. Deutsche Bank also noted
that this analysis did not assume synergies in the form of revenue enhancements
or expense savings.

This summary does not purport to be a complete description of the opinion of
Deutsche Bank to the Snyder Communications board of directors or the financial
analyses performed and factors considered by Deutsche Bank when formulating its
opinion. The preparation of a fairness opinion is a complex analytic process
involving the application of subjective business judgment in various
determinations as to the most appropriate and relevant methods of financial
analyses and the application of those methods to the particular circumstances,
and therefore, a fairness opinion is not readily susceptible to summary
description. Deutsche Bank believes that its analyses and the summary set forth
above must be considered as a whole and that selecting portions of its
analysis, without considering its analysis as a whole or selecting portions of
the above summary without considering all factors and analysis contained in its
opinion, could create a misleading or incomplete view of the processes
underlying its analysis and opinion. In arriving at its fairness determination,
Deutsche Bank did not assign a specific weight to any particular analysis.

In performing its analyses and arriving at its opinion, Deutsche Bank
utilized a variety of generally accepted valuation methods. The analyses were
prepared solely for the purpose of enabling Deutsche Bank to provide its
opinion to the board of directors of Snyder Communications as to the fairness,
from a financial point of view, of the exchange ratio for each share of SNC
common stock to be converted in the merger and do not purport to be appraisals
or necessarily reflect the prices at which businesses or securities actually
may be sold, which are inherently subject to uncertainty. During its analysis,
Deutsche Bank made, and Snyder Communications and Havas Advertising management
provided Deutsche Bank with, numerous assumptions with respect to industry
performance and general business, economic, market and financial conditions and
other matters, many of which are beyond the control of Snyder Communications
and Havas Advertising. The assumptions and estimates contained in these
analyses and the valuation ranges resulting from any particular analysis are
not necessarily indicative of actual historical values or future results, which
may be significantly more or less favorable than those suggested by these
analyses. Because these analyses are inherently subject to uncertainty, as they
are based upon numerous factors or events beyond the control of Snyder
Communications, Havas Advertising or their respective advisors, none of Snyder
Communications, Deutsche Bank or any other person assumes responsibility if
future results or actual values are materially different from these forecasts
or assumptions.

The type and amount of consideration payable in the merger were determined
through negotiations between Snyder Communications and Havas Advertising and
were approved by the Snyder Communications' board of directors. The decision to
enter into the merger agreement and recommend approval of the merger was solely
that of Snyder Communications' board. Deutsche Bank's opinion and financial
analyses were only one of a number of factors taken into consideration by the
Snyder Communications' board in its evaluation of the proposed merger and
should not be viewed as determinative of its views with respect to the exchange
ratio for each share of SNC common stock to be converted in the merger or the
merger as a whole.

Pursuant to the terms of Deutsche Bank's engagement, Snyder Communications
has agreed to pay $2,500,000 to Deutsche Bank for rendering its opinion, which
amount will be credited against an aggregate advisory fee calculated as a
percentage of the aggregate consideration payable upon consummation of the
merger. Upon completion of the merger, Deutsche Bank will receive an aggregate
fee of 0.50% of the aggregate value of the merger, which will amount to
approximately $12.0 million, calculated as if the merger were completed on
August 15, 2000. In addition, Snyder Communications has agreed to reimburse
Deutsche Bank for its reasonable travel and other out-of-pocket expenses,
including reasonable fees and disbursements of counsel, and to indemnify
Deutsche Bank and its related parties against specific liabilities, including
liabilities under the federal securities laws, relating to or arising out of
its engagement.

Snyder Communications selected Deutsche Bank as its financial advisor for the
merger based on Deutsche Bank's reputation, expertise and familiarity with
Snyder Communications and its business. Deutsche Bank is an internationally
recognized investment banking firm and, as a customary part of its investment
banking business,

54
<PAGE>

is engaged in the valuation of businesses and their securities in mergers and
acquisitions, negotiated underwritings, private placements and valuations for
estate, corporate and other purposes. Deutsche Bank is an affiliate of Deutsche
Bank AG. One or more members of the Deutsche Bank group have from time to time
provided investment banking, commercial banking (including extension of credit)
and other financial and advisory services to Snyder Communications for which it
has received customary compensation. In connection with the commercial banking
(including extension of credit) services provided to Snyder Communications,
Deutsche Bank received non-interest income fees approximately in the amount of
$200,000 and interest income comparable to competitive commercial banking fees
applicable at the time of the transaction. Members of the Deutsche Bank group
hold approximately $35 million of Snyder Communications debt which will become
due upon completion of the merger. Additionally, Deutsche Bank provided
financial advisory services and received fees of approximately $3.0 million for
its services in the issuance of Snyder Communications' Circle.com common stock
in October 1999.

Deutsche Bank publishes research reports regarding the marketing services
industry, the advertising industry and the business and securities of Snyder
Communications, Havas Advertising and other publicly owned companies in these
industries. In the ordinary course of business, members of the Deutsche Bank
group may actively trade or hold securities of both Snyder Communications and
Havas Advertising for its own account and the accounts of its customers and,
accordingly, may at any time hold a long or short position in the securities,
instruments and obligations of Snyder Communications and Havas Advertising.

Havas Advertising's Reasons for the Merger

Havas Advertising has identified the following potential benefits of the
merger:

. enhancing Havas Advertising's multinational client base

. providing Havas Advertising with the opportunity to offer a wider range
of services to clients of the combined company

. providing Havas Advertising with a position as the world's largest
marketing services provider, according to the Direct Marketing
Association, Inc. based on 1999 revenues of the marketing services
business of Havas Advertising and Snyder Communications

. focusing Havas Advertising more toward marketing services, which Havas
Advertising believes is a faster growing sector than traditional
advertising, based on its own market experience and estimates of
Donaldson, Lufkin and Jenrette that traditional advertising will grow at
a long term rate of 5% compared to 8% growth for sales promotion and 9%
growth for direct marketing, which are principal components of marketing
services

. developing Havas Advertising's global client base in fast-growing
business sectors such as telecommunications and media and financial
services

. increasing Havas Advertising's earnings margin as a percentage of total
revenues and increasing its gross income and

. increasing revenues outside of France and in particular U.S. revenues as
a percentage of total revenues and, as a result, creating a geographic
balance of revenues that is more representative of the international
advertising and communications services industry.

Additionally, Havas Advertising considered various other matters, including
industry trends, recent consolidation among industry participants, Snyder
Communications' financial condition and the specific terms of the merger
agreement. In light of the wide variety of factors considered in evaluating the
merger, Havas Advertising did not find it practical to and did not quantify or
otherwise assign relative weights to the specific factors it considered. There
can be no assurance that the foregoing benefits will be realized.

55
<PAGE>

Projected Financial Information and Targeted Levels of Financial Performance

Combined Operations. The following information regarding Havas Advertising's
pro forma gross income for 2000 giving effect to the merger with Snyder
Communications is based on Havas Advertising's French GAAP accounts. It is not
comparable to Havas Advertising's U.S. GAAP financial information presented
elsewhere throughout this proxy statement/prospectus.

At a presentation to investors and analysts on June 27-28, 2000, Havas
Advertising estimated that its pro forma gross income under French GAAP for
2000, giving effect to the completion of the merger as if it had occurred as of
January 1, 2000 and including 100% of the gross income of Media Planning Group,
would be approximately (Euro)2.2 billion. This estimate was based on Havas
Advertising and Snyder Communications financial information for the first three
months of 2000 and Havas Advertising and Snyder Communications management
estimates of financial performance for the remainder of 2000 at the time of the
presentation.

In a presentation to investors and analysts beginning on February 21, 2000,
Havas Advertising estimated that its growth in pro forma gross income under
French GAAP for 2000, giving effect to the completion of the merger as if it
had occurred as of January 1, 2000 and including 100% of the gross income of
Media Planning Group, would be greater than 20%. Havas Advertising also
estimated that its growth in pro forma gross income under French GAAP for 2000,
giving effect to the completion of the merger as if it had occurred as of
January 1, 2000, excluding other acquisitions during 2000 and including 100% of
the gross income of Media Planning Group, would be greater than 10%. These
estimates were based on Havas Advertising and Snyder Communications financial
information and Havas Advertising and Snyder Communications management
estimates of financial performance for the remainder of 2000 at the time of the
presentation.

Operations of SNC Business Divisions of Snyder Communications. Also in the
presentation to investors and analysts beginning on February 21, 2000, Havas
Advertising indicated that the targeted levels of annual growth in revenue for
2000 to 2002 and targeted earnings before interest and taxes (EBIT) for each of
these years as a percentage of revenue for the three divisions comprising
Snyder Communications' SNC business, based on materials provided by Snyder
Communications to Havas Advertising, were as follows:

<TABLE>
<CAPTION>
Targeted Annual Targeted EBIT as
SNC Business Division Revenue Growth Percentage of Revenue
--------------------- --------------- ----------------------
<S> <C> <C>
Arnold Communications................. 15-20% 10-15%
Brann Worldwide....................... 15-20% 13-14%
Bounty SCA Worldwide.................. 17-20% 21-23%
</TABLE>

These do not represent projections of the performance of these divisions, but
rather performance goals set by Snyder Communications prior to the February 21,
2000 presentation.

Discussion of Projected Financial Information and Financial Targets. The
foregoing projections and financial targets constitute forward-looking
statements, and are subject to numerous risks and uncertainties that could
cause the actual financial performance of Havas Advertising and Snyder
Communications following the merger, or the operations of the three divisions
comprising the SNC business, to differ materially from management estimates at
the time they were made. These include risks and uncertainties related to
general economic conditions, the ability to retain clients and key personnel
after the merger, and the ability of Havas Advertising to successfully
integrate Snyder Communications. See "Risk Factors" and "Forward-Looking
Statements."

56
<PAGE>

Interests of Snyder Communications Management and Board of Directors in the
Merger

General. In considering the recommendation of the Snyder Communications board
that stockholders of Snyder Communications vote to adopt the merger agreement
and approve the merger, stockholders should be aware that members of the Snyder
Communications board and Snyder Communications' management have interests in
the merger that are different from, and in addition to, the interests of
stockholders of Snyder Communications. The Snyder Communications board was
aware of such interests and considered them, among other matters, when voting
to approve the merger.

The merger agreement provides that, following the effective time of the
merger, Havas Advertising will honor all obligations under employment or
severance agreements and pay all benefits accrued through the effective time
under employee benefit plans, policies and arrangements in accordance with the
terms thereof, including those that provide, under some circumstances, for
payment or acceleration of benefits upon or as a result of a change of control
of Snyder Communications. The employment of some of the current executive
officers of Snyder Communications will be terminated following the merger.

Transaction Bonuses. The compensation committee of the Snyder Communications
board authorized transaction bonuses for some employees of Snyder
Communications upon the completion of the merger. Upon completion of the
merger, each of Daniel M. Snyder, Michele D. Snyder and A. Clayton Perfall,
each an executive officer and a director of Snyder Communications, will receive
transaction bonuses of cash and/or other compensation equal to $800,000,
$700,000 and $700,000, respectively.

Stock Options. Snyder Communications has entered into stock option agreements
with the executives and members of the board of directors of Snyder
Communications that accelerate vesting of outstanding and unvested options to
purchase shares of SNC common stock and Circle.com common stock upon the
disposition of Snyder Communications by merger. Options to acquire an aggregate
of 1,524,890 shares of SNC common stock and 381,222 shares of Circle.com common
stock will vest for the executives and members of the board of directors of
Snyder Communications upon the adoption of the merger agreement by the
stockholders of Snyder Communications. In addition, under the terms of the
merger agreement, the holders of these options to purchase SNC common stock
will have the right, exercisable by written notice to Havas Advertising on or
prior to the effective date of the merger, to cause their options to purchase
SNC common stock to be purchased for cash in an amount equal to the difference
of

. the product of (A) the average of the closing sale prices of a share of
Havas Advertising reported on the Paris Bourse for the 20 Paris Bourse
trading days ending on the day immediately prior to the closing date of
the merger, converted into U.S. dollars at the euro to U.S. dollar
exchange rate on each trading day, multiplied by (B) the number of Havas
Advertising ADSs issuable upon exercise of the option to purchase SNC
common stock, less

. the aggregate exercise price for the Havas Advertising ADSs subject to
the accelerated option to purchase SNC common stock.

The amount of cash that may have to be paid to purchase the options of the
executives and board members, calculated as if the merger had occurred on
August 15, 2000, is approximately $33.1 million.

Excise Tax Payments. Daniel M. Snyder and Michele D. Snyder will also receive
cash payments of approximately $1.9 million and $1.2 million, respectively, to
cover excise tax payments resulting from the acceleration of stock options to
purchase shares of SNC common stock and Circle.com common stock.

Indemnification and Insurance. Under the terms of the merger agreement, Havas
Advertising will indemnify and advance expenses, including fees of counsel, to
present and former directors, officers and employees of Snyder Communications
and its subsidiaries for liabilities from their acts or omissions in those
capacities occurring prior to the effective time of the merger. In addition,
for not less than six years after the

57
<PAGE>

effective time of the merger, Havas Advertising will provide officers' and
directors' liability insurance covering acts or omissions occurring prior to
the effective time of the merger by each person currently covered by Snyder
Communications' officers' and directors' liability insurance policy. This Havas
Advertising policy must be no less favorable than the Snyder Communications
policy in effect on February 20, 2000, except that Havas Advertising is
obligated to pay in the aggregate no more than 300% of the annual premium paid
by Snyder Communications for insurance as of February 20, 2000.

No Dissenters' Rights

Under Delaware law, neither holders of SNC common stock nor holders of
Circle.com common stock have any dissenters' appraisal rights which would give
them the right to obtain payment of cash as a result of the merger.

Under Delaware law, dissenters' appraisal rights are not available to holders
of shares:

. listed on a national securities exchange

. designated as a national market system security on an interdealer
quotation system operated by the National Association of Securities
Dealers, Inc. or

. held of record by more than 2,000 stockholders

unless holders of stock are required to accept in the merger anything other
than any combination of:

. shares of stock or depositary receipts of the surviving corporation in
the merger

. shares of stock or depositary receipts of another corporation that, at
the effective date of the merger, will be either

. listed on a national securities exchange

. designated as a national market system security on an interdealer
quotation system operated by the National Association of Securities
Dealers, Inc. or

. held of record by more than 2,000 holders or

. cash in lieu of fractional shares of the stock or depositary receipts
received.

Dissenters' appraisal rights are not available to holders of SNC common stock
because each holder of SNC common stock will receive only shares of Havas
Advertising ADSs, which will be traded on the Nasdaq National Market System, a
national securities exchange, and will be held of record by more than 2,000
shareholders, and cash in lieu of fractional shares. Holders of Circle.com
common stock are not entitled to any dissenters' appraisal rights because they
will not receive any consideration as a result of the merger, as their shares
of Circle.com common stock will remain outstanding after the merger.

Material U.S. Federal Income Tax Consequences of the Merger

Overview. The following is a discussion of the material U.S. federal income
tax consequences of the merger to the holders of SNC common stock and
Circle.com common stock, and to Snyder Communications, Havas Advertising and
HAS Acquisition Corp. The summary is based upon current provisions of the U.S.
Internal Revenue Code, existing regulations promulgated under the U.S. Internal
Revenue Code and current administrative rulings and court decisions, all of
which are subject to change. No attempt has been made to comment upon all U.S.
federal income tax consequences of the merger that may be relevant to
particular holders in light of their particular investment circumstances or to
holders that are subject to special tax treatment under the U.S. Internal
Revenue Code, for example, dealers in securities, foreign persons, mutual
funds, insurance companies, tax-exempt entities, persons who hold their shares
as part of a "straddle," "hedge" or "conversion transaction" and holders who
received their shares from the exercise of stock options or

58
<PAGE>

otherwise as compensation. Holders of SNC common stock and Circle.com common
stock are advised to consult their own tax advisors regarding the U.S. federal
income tax consequences of the merger in light of their personal circumstances
and the consequences under applicable state, local and foreign tax laws.

In general, for U.S. federal income tax purposes, beneficial owners of ADSs
are treated as the owners of the underlying stock represented by the ADSs.
Accordingly, except as otherwise noted, references in this proxy
statement/prospectus to ownership of Havas Advertising shares include ownership
of the Havas Advertising shares underlying the corresponding Havas Advertising
ADSs. This summary assumes that each obligation provided for in, or otherwise
contemplated by, the applicable deposit agreement and any related agreement
regarding the Havas Advertising ADSs will be and has been performed in
accordance with its terms.

Snyder Communications has received from its counsel, Weil, Gotshal & Manges
LLP, an opinion to the effect that the merger should constitute a
reorganization for U.S. federal income tax purposes within the meaning of
Section 368(a) of the U.S. Internal Revenue Code. Havas Advertising has
received from its counsel, Hogan & Hartson L.L.P., an opinion to the effect
that the merger should constitute a reorganization for U.S. federal income tax
purposes within the meaning of Section 368(a) of the U.S. Internal Revenue
Code. In rendering their opinions, counsel to each of Snyder Communications and
Havas Advertising have relied upon representations made by Snyder
Communications, Havas Advertising and specified stockholders of Snyder
Communications.

In the opinions of Weil, Gotshal & Manges LLP and Hogan & Hartson LLP the
merger should constitute a reorganization for U.S. federal income tax purposes
within the meaning of Section 368(a) of the U.S. Internal Revenue Code.
Accordingly:

. a holder of SNC common stock should not recognize gain or loss on the
exchange of SNC common stock for Havas Advertising ADSs as a result of
the merger, except as described below for cash received by holders of
SNC common stock in lieu of a fraction of a Havas Advertising ADS,

. the aggregate tax basis of the Havas Advertising ADSs received by a
holder of SNC common stock, including any fraction of a Havas
Advertising ADS deemed received, should be the same as the aggregate tax
basis of the SNC common stock surrendered therefor and

. the holding period of the Havas Advertising ADSs, including any fraction
of a Havas Advertising ADS deemed received, should include the holding
period of the SNC common stock surrendered therefor, provided that the
shares of SNC common stock are held as capital assets at the time of the
merger.

Since the shares of Circle.com common stock will remain unchanged as a result
of the merger, holders of Circle.com common stock will not recognize any gain
or loss for U.S. federal income tax purposes as a result of the merger.

No gain or loss will be recognized for U.S. federal income tax purposes by
Snyder Communications, Havas Advertising or HAS Acquisition Corp. as a result
of the merger.

There are numerous technical requirements that must be satisfied in order for
the merger to be accorded tax-free treatment under the Internal Revenue Code.
Among the requirements for tax-free treatment is the requirement that Havas
Advertising hold at least 80% of the total combined voting power of SNC common
stock and Circle.com common stock, taken together, after the merger. It is a
condition to the merger that, at the closing, the SNC common stock represent at
least 80% of the total combined voting power of SNC common stock and Circle.com
common stock, taken together. However, because by their terms the vote of the
SNC common stock and Circle.com common stock is reset at the beginning of each
fiscal quarter and there is no governing authority applying the 80% requirement
to stock containing this feature, Weil, Gotshal & Manges LLP and Hogan &
Hartson LLP are unable to render unqualified opinions as to the tax-free nature
of the merger under the tax-free reorganization provisions of the Internal
Revenue Code. Weil, Gotshal & Manges LLP and Hogan & Hartson LLP have advised
Snyder Communications and Havas Advertising that if the merger does not qualify
as a tax-free reorganization, each holder of SNC common stock would be required
to

59
<PAGE>

recognize gain equal to the excess of the fair market value of the Havas
Advertising ADSs received in the merger (plus any cash received in lieu of a
fractional interest therein) over such holder's respective basis in the SNC
common stock surrendered in the merger.

Cash In Lieu of Fractional ADSs. Cash received by a holder of SNC common
stock in lieu of a fractional Havas Advertising ADS will be treated as received
in exchange for the fractional share interest, and gain or loss will be
recognized for U.S. federal income tax purposes, measured by the difference
between the amount of cash received and the portion of the basis of the SNC
common stock allocable to the fractional share interest. The gain or loss will
be capital gain or loss provided that the shares of SNC common stock were held
as capital assets and will be long term capital gain or loss if the SNC common
stock had been held for more than one year at the time of the merger.

Backup Withholding. Under the U.S. Internal Revenue Code, a holder of SNC
common stock may be subject, under some circumstances, to backup withholding at
a rate of 31% with respect to the amount of cash, if any, received in lieu of a
fraction of a Havas Advertising ADS unless the holder provides proof of an
applicable exemption or a correct taxpayer identification number, and otherwise
complies with applicable requirements of the backup withholding rules. Any
amounts withheld under the backup withholding rules are not an additional tax
and may be refunded or credited against the holder's U.S. federal income tax
liability, provided the required information is furnished to the IRS.

Quotation on the Nasdaq National Market System

The Havas Advertising ADSs will be quoted on the Nasdaq National Market
System under the symbol "HADV" at the time the merger is completed. The
principal trading market for Havas Advertising shares is the Paris Bourse,
which is the French national stock exchange.

Following the merger, the SNC common stock will no longer be listed on the
New York Stock Exchange. The Circle.com common stock will continue to be quoted
on the Nasdaq National Market after the merger.

Governmental and Regulatory Approvals

The merger is subject to the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Under the Hart-Scott-Rodino Act, the merger may not be completed until
notifications have been given and information has been furnished to the Federal
Trade Commission and the Antitrust Division of the Department of Justice and
the applicable waiting period has expired or been terminated. On March 28, 2000
Snyder Communications and Havas Advertising filed Notification and Report Forms
under the Hart-Scott-Rodino Act with the Federal Trade Commission and the
Antitrust Division of the Department of Justice. Snyder Communications and
Havas Advertising received confirmation of the early termination of the waiting
period on April 14, 2000. At any time before or after the completion of the
merger, and notwithstanding the early termination of the waiting period under
the Hart-Scott-Rodino Act, any U.S. state could take action under the antitrust
laws as it deems necessary, desirable or in the public interest. The action
could include seeking to enjoin the completion of the merger or seeking
divestiture of substantial assets of Snyder Communications or Havas
Advertising's subsidiaries in the U.S. Private parties may also seek to take
legal action under the antitrust laws under some circumstances.

On April 19, 2000, Havas Advertising filed a notification with the Irish
Minister for Enterprise, Trade and Employment informing the Minister of the
merger and asking for confirmation that the Mergers and Takeovers (Control)
Acts 1978 to 1996, as amended, are not applicable to the merger because the
applicable thresholds have not been met in Ireland. On April 27, 2000, the
Irish Department of Enterprise, Trade and Employment confirmed that the merger
does not require notification under the Acts.

There can be no assurance that the merger will not be challenged on antitrust
or competition grounds or, if a challenge is made, what the outcome would be.

60
<PAGE>

Restrictions on Resales by Affiliates

Recipients of Havas Advertising ADSs issued in the merger can freely
transfer their Havas Advertising ADSs under the Securities Act of 1933, except
that persons who are deemed to be "affiliates," as that term is defined under
the Securities Act, of Snyder Communications prior to the merger may only sell
their Havas Advertising ADSs:

. in transactions permitted by the resale provisions of Rule 145 under the
Securities Act, or Rule 144 promulgated under the Securities Act in the
case of persons who become affiliates of Havas Advertising

. through a transaction not required to be registered under the Securities
Act or

. pursuant to an effective registration statement under the Securities Act.

Individuals or entities that control, are controlled by, or are under common
control with, Snyder Communications, including directors and officers of
Snyder Communications, are typically considered to be affiliates.

In addition to the restrictions above, Daniel M. Snyder, Michele D. Snyder,
Fred Drasner and Mortimer Zuckerman, all executive officers and/or members of
the board of directors of Snyder Communications, and their affiliates that
hold SNC common stock and Circle.com common stock, together with the Charles
E. Smith Jewish Day School of Greater Washington, Inc., have entered into a
voting agreement with Havas Advertising in which each stockholder has agreed
to further restrictions on resales. In the voting agreement each stockholder
agreed, among other things, not to transfer any shares of SNC common stock or
Circle.com common stock prior to completion of the merger and to specific
restrictions on the resale of the Havas Advertising ADSs it receives in the
merger. For a period of 90 days after the merger, no such stockholder may
dispose of any Havas Advertising ADSs received in the merger except for
approximately 12% of the Havas Advertising ADSs, calculated as if the merger
had occurred on August 15, 2000, subject to the two existing forward purchase
contracts described below. In addition, during the same 90-day period
following the merger, Havas Advertising has agreed to use its reasonable best
efforts to facilitate or arrange a third party placement or underwriting of up
to 50% of the difference between the number of Havas Advertising ADSs received
in the merger by each such stockholder and any Havas Advertising ADSs subject
to the forward purchase contracts, which would amount to 7.8% of the Havas
Advertising ADSs that will be outstanding after the merger, calculated as if
the merger had occurred on August 15, 2000. If no such placement or
underwriting is arranged, this amount of Havas Advertising ADSs will be
eligible for sale by these stockholders under the voting agreement for the
period beginning 90 days and ending 180 days following the merger. As a
result, for a period of 180 days after the merger, no stockholder party to the
agreement may dispose of more than 50% of the difference between the number of
Havas Advertising ADSs received by that stockholder in the merger and the
number of Havas Advertising ADSs of such stockholder subject to the forward
purchase contracts. After that 180-day period has elapsed, these stockholders
will have no restrictions on the sale of their Havas Advertising ADSs under
the voting agreement and will only be subject to the restrictions under U.S.
securities laws. The total number of shares subject to the voting agreement
consists of approximately 28% of the outstanding shares of SNC common stock
and approximately 22% of the outstanding shares of Circle.com common stock.
The full text of the voting agreement is attached as Annex B. For further
information regarding resales, see "Terms of the Merger Agreement and Related
Transactions--Other Merger-Related Agreements."

Daniel M. Snyder, Michele D. Snyder, Mortimer Zuckerman and Fred Drasner,
either individually or through their affiliates, have entered into forward
purchase contracts with unaffiliated third parties obligating them to deliver
shares or cash on pre-arranged settlement dates. The percentage of Havas
Advertising ADSs that will be available for resale under these forward
purchase contracts, calculated as if the merger had been completed on August
15, 2000, will be approximately 12% of the aggregate amount of outstanding
Havas Advertising ADSs.

The STRYPES forward purchase contract, evidenced by the forward purchase
contract, dated September 18, 1997, among the Snyder STRYPES Trust, The Bank
of New York, as collateral agent and administrator, and

61
<PAGE>

D.M.S. Endowment, LLC, F.D. Sutton, LLC, A.O. Roberts, LLC and USN College
Marketing, L.P. obligates the contracting party to deliver to the Snyder
STRYPES Trust shares of SNC common stock and Circle.com common stock on the
exchange date of November 15, 2000. A disposition of Snyder Communications by
merger would accelerate the exchange date of the STRYPES agreement.

The number of shares of SNC common stock and Circle.com common stock
deliverable on the exchange date pursuant to the STRYPES agreement is computed
as follows:

. if the exchange price is greater than or equal to $30.975, 0.9836 shares
of SNC common stock and 0.2459 shares of Circle.com common stock per
STRYPES;

. if the exchange price is less than $30.975 but is greater than $25.8125,
a fractional share of SNC common stock and Circle.com common stock (in
the ratio of 4:1 of SNC common stock to Circle.com common stock) per
STRYPES so that the value (determined based on the exchange price) equals
$25.8125; and

. if the exchange price is less than or equal to $25.8125, 1.1804 shares of
SNC common stock and 0.2951 shares of Circle.com common stock per
STRYPES.

In the case of any disposition by merger of Snyder Communications, the
exchange price will equal the product of 1.1804 times the amount of any cash,
the market value of any property other than securities and the average closing
price of any securities (for a period of 20 trading days immediately prior to,
but not including, the second trading day preceding the tenth business day
after the effective date of the merger), in each case issued in the merger in
respect of one share of SNC common stock and one-fourth of one share of
Circle.com common stock.

Daniel M. Snyder and Michele D. Snyder, together through their affiliate
D.M.S. Endowment, LLC, beneficially own 2,921,490 and 1,416,480 shares of SNC
common stock and 730,373 and 354,120 shares of Circle.com common stock,
respectively, subject to the STRYPES agreement. Fred Drasner, through his
affiliates F.D. Sutton, LLC and USN College Marketing, L.P., beneficially owns
1,298,440 shares of SNC common stock and 324,610 shares of Circle.com common
stock subject to the STRYPES agreement.

Each of the STAMPS forward purchase contracts, evidenced by the purchase
agreements, dated July 29, 1998, between Bear, Stearns & Co. Inc. and each of
Daniel M. Snyder, Michele D. Snyder and USN College Marketing, L.P.,
respectively, obligates the contracting party to deliver to Bear Stearns & Co.
Inc. shares of SNC common stock, Circle.com common stock and Ventiv Health,
common stock on the settlement date of July 30, 2001. A disposition of Snyder
Communications by merger would accelerate the settlement date of the STAMPS
agreements.

On July 18, 2000, Daniel M. Snyder contributed the shares of SNC common
stock, Circle.com common stock and Ventiv Health common stock subject to his
STAMPS forward purchase contract and assigned his interests and obligations
under his STAMPS forward purchase contract to Charles E. Smith Jewish Day
School of Greater Washington, Inc. and Charles E. Smith Jewish Day School
assumed the obligations under the STAMPS forward purchase contract with Mr.
Snyder. On July 18, 2000, USN College Marketing, L.P. distributed the shares of
SNC common stock, Circle.com common stock and Ventiv Health common stock
subject to its STAMPS forward purchase contract to each of its limited
partners, Mortimer B. Zuckerman and Fred Drasner, pro rata and assigned its
interests and obligations under its STAMPS forword purchase contract to Mr.
Zuckerman and Mr. Drasner, pro rata, who each assumed their respective portion
of the obligations under the STAMPS forward purchase contract with USN College
Marketing L.P. Fred Drasner, in turn, contributed the shares of SNC common
stock, Circle.com common stock and Ventiv Health common stock subject to the
STAMPS forward purchase contract with USN College Marketing L.P. and assigned
his interests and obligations under the STAMPS forward purchase contract with
USN College Marketing L.P. to Charles E. Smith Jewish Day School and Charles E.
Smith Jewish Day School assumed the obligations under the STAMPS forward
purchase contract with USN College Marketing L.P.

62
<PAGE>

The number of shares of SNC common stock, Circle.com common stock and Ventiv
Health common stock deliverable on the settlement date pursuant to each STAMPS
agreement is as follows:

. if the settlement price is greater than or equal to $55.88, one share of
SNC common stock, .25 shares of Circle.com common stock and .3333 shares
of Ventiv Health common stock

. if the settlement price is less than $55.88 but is greater than $46.57, a
fractional share of SNC common stock, Circle.com common stock and Ventiv
Health common stock (in the ratio of one share of SNC common stock to
one-fourth of a share of Circle.com common stock to one-third of a share
of Ventiv Health common stock) so that the value (determined based on the
settlement price) equals $46.57 and

. if the settlement price is less than or equal to $46.57, one share of SNC
common stock, one-fourth of a share of Circle.com common stock and one-
third of a share of Ventiv Health common stock.

If the case of any disposition by merger of Snyder Communications, the
settlement price would equal the sum of the amount of any cash, the market
value of any property other than securities and the average closing price of
any securities issued in the merger in respect of one share of SNC common stock
and one-fourth of one share of Circle.com common stock, plus the average
closing bid price of one-third of one share of Ventiv Health common stock (in
each case for a period of 20 trading days following the effective date of the
merger).

Michele D. Snyder beneficially owns 278,448 shares of SNC common stock and
69,612 shares of Circle.com common stock subject to her STAMPS agreement.
Mortimer Zuckerman beneficially owns 634,610 shares of SNC common stock and
158,653 shares of Circle.com common stock subject to his STAMPS agreements. The
Charles E. Smith Jewish Day School of Greater Washington, Inc. beneficially
owns 1,086,942 shares of SNC common stock and 271,736 shares of Circle.com
common stock subject to a STAMPS agreement.

Anticipated Accounting Treatment and Effects

Havas Advertising intends to account for the merger as a pooling of interests
under French GAAP. This method consists of an addition of the results, assets,
liabilities and shareholders' equity of Havas Advertising and Snyder
Communications at their respective book values. The combined results of
operations for the year ending December 31, 2000 will include Snyder
Communications' results for the period commencing on the closing date and
ending on December 31, 2000. Under U.S. GAAP, the merger will be accounted for
under the purchase method in accordance with APB Opinion No. 16 "Business
Combinations." Accordingly, from and after the merger, Snyder Communications'
consolidated results of operations will be included in Havas Advertising's
consolidated results of operations. Snyder Communications' financial statements
will be kept under U.S. GAAP. For purposes of preparing Havas Advertising's
consolidated financial statements under French GAAP, Havas Advertising will
convert Snyder Communications' financial statements from U.S. GAAP to French
GAAP. The purchase accounting adjustments made in connection with the
development of the pro forma consolidated financial data appearing elsewhere in
this proxy statement/prospectus are preliminary and have been made solely for
purposes of developing the pro forma consolidated financial data to comply with
the disclosure requirements of the SEC. Although the final allocation will
differ, the pro forma consolidated financial data reflects Havas Advertising's
best estimate based upon currently available information.

Other Effects of the Merger

Required SEC Disclosure. The content and timing of reports and notices that
Havas Advertising will file with the SEC following the merger differ in several
respects from the reports and notices that Snyder Communications currently
files. Havas Advertising will be a foreign private issuer for purposes of the
reporting rules under the Exchange Act.

63
<PAGE>

As a U.S. reporting company, Snyder Communications must file with the SEC,
among other reports and notices:

. an annual report on Form 10-K within 90 days after the end of each
fiscal year

. quarterly reports on Form 10-Q within 45 days after the end of each of
the first three quarters of the fiscal year and

. reports on Form 8-K upon the occurrence of specified corporate events.

As a foreign private issuer, in accordance with the rules and regulations
promulgated under the Exchange Act, Havas Advertising will be required to:

. file with the SEC an annual report on Form 20-F within six months after
the end of each fiscal year and

. furnish reports on Form 6-K relating to information material to Havas
Advertising which is required to be publicly disclosed in France or
filed with the Paris Bourse, or relating to information distributed or
required to be distributed by Havas Advertising to its shareholders.

Havas Advertising will not be required under the Exchange Act to file
quarterly reports on Form 10-Q after the end of each financial quarter.

In addition, the content and timing of reports and notices that holders of
Havas Advertising ADSs will receive will differ from the reports and notices
that are currently received by Snyder Communications stockholders. As a U.S.
reporting company, Snyder Communications must mail to its stockholders in
advance of each annual meeting of stockholders:

. an annual report containing audited financial statements and

. a proxy statement that complies with the requirements of the Exchange
Act.

As a foreign private issuer, Havas Advertising will be exempt from the rules
under the Exchange Act prescribing the furnishing and content of annual reports
and proxy statements to its shareholders. However, Havas Advertising will cause
registered holders of Havas Advertising ADRs representing Havas Advertising
ADSs to be furnished with an annual report which contains audited financial
statements prepared in conformity with U.S. GAAP and a discussion of Havas
Advertising's financial results that is comparable to the management's
discussion and analysis that is contained in annual reports on Form 10-K. Havas
Advertising will also furnish registered holders of Havas Advertising ADRs with
notices of meetings of shareholders and related documents in accordance with
the requirements of French law. As promptly as practicable after each of those
reports is ready for distribution to shareholders, Havas Advertising will
furnish the depositary, Morgan Guaranty Trust Company of New York, with
sufficient copies of these reports as well as other communications and notices
that Havas Advertising generally makes available to its shareholders. Then, at
the request of Havas Advertising, the depositary will arrange for the mailing
of the documents to registered holders of Havas Advertising ADRs as promptly as
possible thereafter. Holders of Havas Advertising ADRs will also be able to
obtain from the depositary a copy of Havas Advertising's most recent annual
report on Form 20-F. The depositary has also agreed to make these documents
available for inspection at the depositary's office. See "Description of
American Depositary Shares and American Depositary Receipts."

Havas Advertising also plans to allow copies of Havas Advertising's annual
reports and other information to be ordered by mail from its Internet web site
at www.havas-advertising.com.

Delisting of SNC Common Stock. Upon the completion of the merger, the SNC
common stock will be delisted from the New York Stock Exchange and will be
deregistered under the Exchange Act. Shares of Circle.com common stock
outstanding after the merger will continue to be quoted on the Nasdaq National
Market System and, as a result, Snyder Communications will continue to be a
U.S. reporting company and will continue to file periodic reports with the SEC
as required under the Exchange Act. See "Risk Factors--Risks Relating to the
Merger--The board of directors of Snyder Communications will be able to
determine the fair market value of the SNC common stock after the merger, which
could have an adverse effect on the voting rights of the holders of Circle.com
common stock."

64
<PAGE>

TERMS OF THE MERGER AGREEMENT AND RELATED TRANSACTIONS

The following section describes the material terms of the merger agreement.
The complete text of the merger agreement is attached as Annex A to this proxy
statement/prospectus and is incorporated by reference into this proxy
statement/prospectus. You are encouraged to read the entire merger agreement
because it is the legal document that governs the merger.

The Merger

When the merger occurs, HAS Acquisition Corp., a wholly-owned subsidiary of
Havas Advertising, will merge with and into Snyder Communications, with Snyder
Communications surviving as a subsidiary of Havas Advertising.

Closing and Effective Time

The closing of the merger will take place on the second business day after
the satisfaction or waiver of the latest to occur of all of the closing
conditions, other than those conditions that by their nature are to be
satisfied at the closing.

At the closing of the merger, Snyder Communications and HAS Acquisition Corp.
will file a certificate of merger with the Secretary of State of the State of
Delaware. The merger will become effective when the certificate of merger is
duly filed with the Secretary of State of the State of Delaware or at such
later time as is agreed by Havas Advertising and Snyder Communications and
specified in the certificate of merger.

Merger Consideration

The consideration will consist of Havas Advertising ADSs that are expected to
have an aggregate value of approximately $2.1 billion, based on the 20-day
average closing price of Havas Advertising shares that would have been issued
in the merger if it had occurred on August 15, 2000, and the number of shares
of SNC common stock outstanding on August 15, 2000. At the effective time of
the merger, each outstanding share of SNC common stock will be automatically
converted into the right to receive a number of fully paid and non-assessable
Havas Advertising ADSs, each representing one Havas Advertising share,
calculated as described below. Havas Advertising ADSs, evidenced by Havas
Advertising ADRs issued by Morgan Guaranty Trust Company of New York, have been
registered with the SEC and will be quoted on the Nasdaq National Market System
after the closing of the merger. The Havas Advertising shares underlying the
Havas Advertising ADSs will be listed on the Paris Bourse, which is the French
national stock exchange.

Each share of Circle.com common stock issued and outstanding immediately
prior to the effective time of the merger will remain outstanding in the merger
as one share of Circle.com common stock of Snyder Communications, the surviving
corporation in the merger.

For purposes of the merger agreement, the "exchange ratio" for each share of
SNC common stock converted in the merger shall be calculated as follows:

. If the average of the closing sale prices in euro of a share of Havas
Advertising reported on the Paris Bourse on the applicable trading date
for the 20 Paris Bourse trading days ending on the day immediately prior
to the closing date of the merger is at least equal to (Euro)24.65 but
not greater than (Euro)33.35, the exchange ratio will equal the quotient
(rounded to the nearest ten thousandth) of

. $29.50 divided by

. the 20-day average closing price per Havas Advertising share,
converted daily into U.S. dollars.

. If the average of the closing sale prices in euro of a Havas Advertising
share reported on the Paris Bourse on the applicable trading date for
the 20 Paris Bourse trading days ending on the day

65
<PAGE>

immediately prior to the closing date of the merger is greater than
(Euro)33.35, then the exchange ratio shall equal the quotient (rounded
to the nearest ten thousandth) of

. $29.50 divided by

. the product of

. (Euro)33.35 multiplied by

. the average exchange rate for the 20 Paris Bourse trading days
ending on the date immediately prior to the closing date of the
merger.

. If the average of the closing sale prices in euro of a Havas Advertising
share reported on the Paris Bourse on the applicable trading date for
the 20 Paris Bourse trading days of trading ending on the day
immediately prior to the closing date of the merger is less than
(Euro)24.65, then the exchange ratio shall equal the quotient (rounded
to the nearest ten thousandth) of

. $29.50 divided by

. the product of

. (Euro)24.65 multiplied by

. the average exchange rate for the 20 Paris Bourse trading days
ending on the date immediately prior to the closing date of the
merger.

Set forth below is a tabular presentation of the merger consideration each
holder of SNC common stock would receive based on varying average closing
prices for Havas Advertising shares.

Calculation of Merger Consideration

<TABLE>
<CAPTION>
If the 20-day average
closing price in euro of
Havas Advertising shares You will receive the following for each
at the time of the merger is: share of SNC common stock that you own:
----------------------------- ---------------------------------------
<S> <C>

Less than
(Euro)24.65 A number of Havas Advertising ADSs equal to:

$29.50 / ((Euro)24.65 x 20-day average euro to U.S. dollar exchange rate
immediately prior to the merger)

For example, if the merger had occurred on August 15, 2000, the 20-day
average closing price of Havas Advertising shares immediately prior
to August 15, 2000 was (Euro)24.05 (and therefore less than
(Euro)24.65), the
20-day average euro to U.S. dollar exchange rate immediately prior
to August 15, 2000 was 0.9194, and consequently you would have
received 1.3017 Havas Advertising ADSs for each share of SNC
common stock you own, as you can see from the following calculation.

</TABLE>

66
<PAGE>

Calculation at August 15, 2000:

$29.50 / ((Euro)24.65 x 0.9194) = 1.3017 Havas
Advertising ADSs

Between
(Euro)24.65 and (Eu-
ro)33.35 A number of Havas Advertising ADSs equal to:

$29.50 / 20-day average closing sales price of
Havas Advertising
shares on the Paris Bourse immediately prior
to the merger,
converted into U.S. dollars at the euro to
U.S. dollar exchange
rate on each trading day

For example, if the merger had occurred on August 15,
2000, assuming the 20-day average closing sales
price of Havas Advertising shares on the Paris
Bourse immediately prior to August 15, 2000 was
(Euro)29.00, the mid-point of the price collar
range, and assuming the 20-day average euro to
U.S. dollar exchange rate of 0.9194 immediately
prior to that date was constant over the period,
then the 20-day average closing sales price
converted into U.S. dollars at the euro to U.S.
dollar exchange rate on each trading day would
have been $26.66 and consequently you would have
received 1.1064 Havas Advertising ADSs for each
share of SNC common stock you own, as you can see
from the following calculation.

Calculation at August 15, 2000, assuming the 20-day
average closing sales price of Havas Advertising
shares immediately prior to August 15, 2000 was
(Euro)29.00:

$29.50 / $26.66 = 1.1064 Havas Advertising
ADSs

Greater than
(Euro)33.35 A number of Havas Advertising ADSs equal to:

$29.50 / ((Euro)33.35 x 20-day average euro to
U.S. dollar exchange rate
immediately prior to the merger)

For example, if the merger had occurred on August 15,
2000, assuming the 20-day average closing price
of Havas Advertising shares immediately prior to
August 15, 2000 was greater than (Euro)33.35 and
using the 20-day average euro to U.S. dollar
exchange rate of 0.9194 immediately prior to
August 15, 2000, you would have received 0.9621
Havas Advertising ADSs for each share of SNC
common stock you own, as you can see from the
following calculation.

Calculation at August 15, 2000, assuming the 20-day
average closing sales price of Havas Advertising
shares immediately prior to August 15, 2000 was
greater than (Euro)33.35:

$29.50 / ((Euro)33.35 x 0.9194) = 0.9621 Havas
Advertising ADSs
</TABLE>

67
<PAGE>

Set forth below is a tabular presentation of the merger consideration that
holders of SNC common stock would receive in the merger based on varying
closing prices for Havas Advertising shares and varying exchange rates for the
conversion of euro to U.S. dollars. The table shows three groups of 20-day
average closing prices for Havas Advertising shares:

. the bottom ((Euro)24.65), the midpoint ((Euro)29.00) and the top
((Euro)33.35) of the range over which the exchange ratio varies with
the closing price, with the top and bottom of the range being 15%
greater or lesser than the midpoint

. prices that are 5%, 10% and 15% greater than the top of the range
and

. the actual at August 15, 2000 ((Euro)24.05), followed by prices that
are 5%, 10% and 15% below the bottom of the range.

Within each range of closing prices, the three exchange rates selected
represent the actual 20-day average euro to U.S. dollar exchange rate at
August 15, 2000 of 0.9194 and exchange rates 10% above and 10% below that rate.
The total number of Havas Advertising shares/ADSs to be issued is based on the
72,423,503 shares of SNC common stock outstanding as of August 15, 2000.

68
<PAGE>

Merger Consideration Based on Varying Havas Advertising Share Prices and
Exchange Rates

<TABLE>
<CAPTION>
And the
If the 20-day average 20-day average Representing a Total number of
closing price of Havas exchange rate value per share Havas Advertising
Advertising shares at for converting Then each share of SNC common of SNC common shares/ADSs to be
the time of the merger is: euro to dollars is: stock will be converted into: stock of: (1) issued
-------------------------- ------------------- ----------------------------- --------------- -----------------
<C> <C> <S> <C> <C>
Between (Euro)24.65 and
(Euro)33.35
(Euro)24.65 0.8274(2) 1.4464 Havas Advertising $29.50 104,753,355
ADSs
(-15%) 0.9194(2) 1.3017 Havas Advertising $29.50 94,273,674
ADSs
1.0113(2) 1.1834 Havas Advertising $29.50 85,705,973
ADSs
(Euro)29.00 0.8274(2) 1.2294 Havas Advertising $29.50 89,037,455
ADSs
(midpoint) 0.9194(2) 1.1064 Havas Advertising $29.50 80,129,364
ADSs
1.0113(2) 1.0059 Havas Advertising $29.50 72,850,802
ADSs

(Euro)33.35 0.8274(2) 1.0691 Havas Advertising $29.50 77,427,967
ADSs
(+15%) 0.9194(2) 0.9621 Havas Advertising $29.50 69,678,652
ADSs
1.0113(2) 0.8747 Havas Advertising $29.50 63,348,838
ADSs

Greater than (Euro)33.35
(Euro)35.02 0.8274 1.0691 Havas Advertising $30.98 77,427,967
ADSs
(+5%) 0.9194 0.9621 Havas Advertising $30.98 69,678,652
ADSs
1.0113 0.8747 Havas Advertising $30.98 63,348,838
ADSs

(Euro)36.69 0.8274 1.0691 Havas Advertising $32.45 77,427,967
ADSs
(+10%) 0.9194 0.9621 Havas Advertising $32.45 69,678,652
ADSs
1.0113 0.8747 Havas Advertising $32.46 63,348,838
ADSs

(Euro)38.36 0.8274 1.0691 Havas Advertising $33.93 77,427,967
ADSs
(+15%) 0.9194 0.9621 Havas Advertising $33.93 69,678,652
ADSs
1.0113 0.8747 Havas Advertising $33.93 63,348,838
ADSs

Less than (Euro)24.65

(Euro)24.05 0.9194 1.3017 Havas Advertising $28.78 94,273,674
ADSs
(Actual at August 15, 2000)

(Euro)23.42 0.8274 1.4464 Havas Advertising $28.02 104,753,355
ADSs
(-5%) 0.9194 1.3017 Havas Advertising $28.03 94,273,674
ADSs
1.0113 1.1834 Havas Advertising $28.03 85,705,973
ADSs

(Euro)22.19 0.8274 1.4464 Havas Advertising $26.56 104,753,355
ADSs
(-10%) 0.9194 1.3017 Havas Advertising $26.56 94,273,674
ADSs
1.0113 1.1834 Havas Advertising $26.56 85,705,973
ADSs

(Euro)20.96 0.8274 1.4464 Havas Advertising $25.08 104,753,355
ADSs
(-15%) 0.9194 1.3017 Havas Advertising $25.08 94,273,674
ADSs
1.0113 1.1834 Havas Advertising $25.08 85,705,973
ADSs
</TABLE>
--------
(1) Calculated based on the assumed 20-day average closing price of Havas
Advertising shares and the assumed 20-day average exchange rate for
converting euro to dollars.
(2) Reflects an assumed constant exchange rate over the 20-day period for
purposes of calculating the number of Havas Advertising ADSs.

The number of Havas Advertising ADSs you actually receive will depend on the
20-day average closing sales price of Havas Advertising shares on the Paris
Bourse immediately prior to the merger and the exchange rate for converting
euro to U.S. dollars during such period.

69
<PAGE>

Procedures for Exchange of Certificates

Upon completion of the merger, Havas Advertising will make available to
Morgan Guaranty Trust Company of New York, the exchange agent, certificates for
the Havas Advertising ADRs representing Havas Advertising ADSs issuable in
exchange for outstanding shares of SNC common stock, cash in lieu of any
fractional shares and any dividends or distributions to which holders of shares
of SNC common stock may be entitled.

Promptly after the merger, the exchange agent will mail to each holder of
record of SNC common stock prior to the merger a letter of transmittal and
instructions for effecting the exchange of their shares of SNC common stock for
the consideration to be received by them in the merger.

Upon surrender of a certificate for cancellation to the exchange agent or to
any other agent appointed by Havas Advertising, together with a letter of
transmittal duly completed and validly executed in accordance with the
instructions provided with the letter of transmittal, the holder of the
certificate representing SNC common stock will be entitled to receive a Havas
Advertising ADR representing the Havas Advertising ADSs issued in the merger,
and the surrendered certificate will then be cancelled. Until surrendered, each
outstanding certificate representing SNC common stock will be deemed from and
after the merger, subject to the payment of dividends declared after the merger
but prior to surrender of certificates, to evidence only the ownership of the
number of full Havas Advertising ADSs into which the shares of SNC common stock
evidenced by the certificate has been converted and cash in lieu of fractional
shares.

Certificates representing shares of Circle.com common stock shall remain
outstanding and shall not be exchanged, but shall represent the equivalent
number of shares of Circle.com common stock of Snyder Communications as the
surviving corporation in the merger.

Holders of SNC common stock that do not have their SNC common stock
certificates may make an affidavit of that fact. In addition, Havas Advertising
may require that they post a bond in a reasonable amount determined by Havas
Advertising as indemnity against any claim that may be made against Havas
Advertising with respect to the missing SNC common stock certificate. Upon
receipt of the affidavit and any required bond the exchange agent will issue
the requisite number of Havas Advertising ADSs.

Fractional Shares

Havas Advertising will not issue any fractional shares in the merger. Each
person who would otherwise be entitled to receive a fraction of a Havas
Advertising ADS will receive from Havas Advertising an amount of cash equal to
the product of:

. the fraction of a Havas Advertising ADS that person would otherwise be
entitled to receive and

. the average of the closing sale prices per Havas Advertising share
reported on the Paris Bourse for the 20 Paris Bourse trading days ending
on the day immediately prior to the closing date of the merger,
converted into U.S. dollars at the euro to U.S. dollar exchange rate on
each such trading day.

Representations and Warranties

In the merger agreement, each of Snyder Communications and Havas Advertising
makes representations and warranties about itself and its business in favor of
the other party, which include representations and warranties about such
matters as:

. the organization of the parties and their subsidiaries and similar
corporate matters

. the parties' capital structures

. authorization, execution, delivery, performance and enforceability of
the merger agreement and related matters

70
<PAGE>

. absence of breach or conflict and compliance with applicable laws,
regulations, organizational documents, agreements and other existing
obligations

. regulatory approvals, licenses and permits

. reports and financial statements filed with the SEC and Commission des
Operations de Bourse, or COB, as the case may be, and the accuracy of
the information contained therein

. absence of material adverse changes and corporate and other events such
as dividends, amendments of outstanding securities, incurrences of debt
and increases in compensation to directors and officers

. pending or threatened litigation

. the accuracy of information supplied by each of Snyder Communications
and Havas Advertising for use in the registration statement of which
this document forms a part and

. brokers' and finders' fees incurred in the merger.

In addition, Snyder Communications made additional representations with
respect to the following matters:

. tax matters

. retirement and other employee benefit plans and matters relating to the
Employee Retirement Income Security Act of 1974, as amended

. environmental compliance and liability

. intellectual property and

. non-applicability of specified takeover provisions to the merger.

Covenants

Under the merger agreement, Snyder Communications has agreed prior to the
merger to operate its business in the ordinary course consistent with past
practice and use reasonable efforts to preserve intact its business
organizations and relationships with third parties and to keep available the
services of its officers and employees.

In addition, the merger agreement places restrictions on the ability of
Snyder Communications and its subsidiaries to:

. amend their charter or bylaws

. engage in extraordinary corporation transactions

. make any investment in or acquisition of any business of any person or
any material amount of assets, except for acquisitions for cash not to
exceed $500,000 per acquisition and $5,000,000 in the aggregate for all
acquisitions

. dispose of any material assets except in the ordinary course of business
consistent with past practice

. declare or pay any dividend with respect to its capital stock other than
cash dividends payable by any subsidiary of Snyder Communications to
Snyder Communications

. issue any securities other than

. issuances pursuant to exercises of stock-based awards or options

. issuances by any subsidiary of Snyder Communications to Snyder
Communications and

. issuances of options to purchase shares of common stock granted to
newly hired employees in accordance with Snyder Communications' past
practice provided that such issuance shall not be greater than
75,000 shares of common stock to any one individual and 300,000
shares in the aggregate

71
<PAGE>

. redeem or otherwise acquire any of their outstanding capital stock

. enter into any new lease or purchase or acquire any real estate outside
the ordinary course of business

. except for items or projects committed to or budgeted for prior to the
merger agreement, make or commit to make any capital expenditure except
for individual capital expenditure projects or items not exceeding
$150,000 per project or item or $1,200,000 in the aggregate

. take any material action regarding taxes

. increase the compensation or benefits of any director, officer or
employee, except for normal increases in the ordinary course of business
consistent with past practice

. pay, discharge or satisfy any material claims, liabilities or
obligations other than those reflected or reserved against on Snyder
Communications' balance sheet or incurred in the ordinary course of
business consistent with past practice and the payment of all
obligations under Snyder Communications' existing bank credit facility

. revalue any assets

. change any accounting principles or practices currently in use except as
may be required by law or in generally accepted accounting principles

. settle or compromise any pending or threatened suit, action or claim
relating to the transactions contemplated by the merger agreement

. agree or commit to do any of the foregoing and

. take or agree or commit to take any action that would make any
representation and warranty of Snyder Communications under the merger
agreement inaccurate in any material respect at, or as of any time prior
to, the merger.

Under the merger agreement, Havas Advertising has agreed that it will not,
nor will it permit any subsidiary of Havas Advertising to, take or agree or
commit to take any action that would make any representation or warranty of
Havas Advertising under the merger agreement inaccurate in any material respect
prior to the effective time of the merger. Notwithstanding the foregoing, Havas
Advertising was permitted under the merger agreement to purchase Havas
Advertising shares in accordance with applicable law prior to the date of
mailing this proxy statement/prospectus. Snyder Communications had the right to
cause these purchases to be suspended for a period of up to two trading days in
the event it determined the purchases could reasonably be expected to have an
adverse effect on the exchange ratio from the standpoint of a holder of SNC
common stock.

Under the merger agreement, Havas Advertising has also agreed promptly after
the effective time of the merger to transfer all of the SNC common stock it
acquires in the merger to Havas Advertising International, a wholly owned
subsidiary of Havas Advertising. Following this contribution, Havas Advertising
has agreed to cause Havas Advertising International to contribute the shares of
SNC common stock to EWDB North America, Inc., a wholly owned subsidiary of
Havas Advertising International. Havas Advertising has also agreed to cause
EWDB North America to contribute to Snyder Communications a note receivable
from EWDB North America in the principal amount of not less than $500,000,000.
The note receivable is being transferred to Snyder Communications to help
ensure that Havas Advertising retains at least 80% of the voting power of
Snyder Communications after the merger, since the voting rights of the SNC
common stock and the Circle.com common stock will vary following the merger
based on the relative values of the SNC common stock and Circle.com common
stock. If Havas Advertising were unable to retain at least 80% of the voting
power of Snyder Communications for a period of time following the merger, the
merger would fail to qualify as a tax-free reorganization. See "The Merger--
Material U.S. Federal Income Tax Consequences of the Merger."

72
<PAGE>

No Solicitation

Until the termination of the merger agreement, Snyder Communications will
not, and will cause its subsidiaries and the officers, directors, employees,
investment bankers, consultants and other agents of Snyder Communications and
its subsidiaries not to, take any action to solicit, initiate, encourage or
facilitate the making of any "Acquisition Proposal."

The term "Acquisition Proposal" means any offer or proposal for, or any
indication of interest in, a merger or other business combination involving
Snyder Communications or any of its subsidiaries, or the acquisition of any
equity interest in, or a substantial portion of the assets of, or any tender
offer or exchange offer that, if completed, would result in any person
beneficially owning 20% or more of any class of equity securities of, Snyder
Communications or any of its subsidiaries, other than the transactions
contemplated by the merger agreement and other than an offer for a bona fide de
minimis equity interest, or for an amount of assets not material to Snyder
Communications and its subsidiaries taken as a whole, that Snyder
Communications has no reason to believe would lead to a change of control of
Snyder Communications (or to the acquisition of a substantial portion of the
assets of Snyder Communications and its subsidiaries).

However, the merger agreement permits Snyder Communications to furnish
information to, or enter into negotiations with, any party that has made an
unsolicited bona fide offer relating to an Acquisition Proposal if the Snyder
Communications board has determined that the Acquisition Proposal is reasonably
likely to lead to a "Superior Proposal."

The term "Superior Proposal" means any bona fide Acquisition Proposal

. on terms that the Snyder Communications board determines in its good
faith judgment are more favorable to stockholders of Snyder
Communications than the merger agreement and the merger taken as a whole

. for which financing, to the extent required, is then fully committed or
reasonably determined to be available by the Snyder Communications board
and

. in which no less than 100% of the SNC common stock (or a corresponding
amount of assets of Snyder Communications and its subsidiaries) is
proposed to be acquired.

Snyder Communications has agreed to inform Havas Advertising of any
Acquisition Proposal or any discussion or negotiations regarding an Acquisition
Proposal. Snyder Communications has also agreed to use all reasonable efforts
to keep Havas Advertising informed of the status and terms of any developments
with respect to discussions and negotiations regarding any Acquisition
Proposal.

Effect on Stock Options

Upon completion of the merger, each option outstanding immediately prior to
the merger, whether vested or unvested, to purchase shares of SNC common stock
under the option plans of Snyder Communications will be converted into an
option to purchase the number of Havas Advertising ADSs, rounded up to the
nearest whole share, equal to:

. the number of shares of SNC common stock subject to the option
multiplied by

. the exchange ratio.

The exercise price per Havas Advertising ADS, rounded down to the nearest whole
cent, will be equal to the aggregate exercise price for the shares of SNC
common stock subject to such stock option divided by the number of Havas
Advertising ADSs purchasable under the corresponding adjusted option.

In addition, for any SNC common stock option to which Section 421 of the U.S.
Internal Revenue Code applies by reason of its qualification under Section 422
of the U.S. Internal Revenue Code (a so-called Incentive

73
<PAGE>

Stock Option), the conversion formula shall be adjusted, if necessary, to
comply with Section 424(a) of the U.S. Internal Revenue Code. Except as set
forth above, the converted options will be subject to the same terms and
conditions as were applicable to the converted option immediately prior to the
effective time of the merger.

Upon completion of the merger, each option outstanding immediately prior to
the merger, whether vested or unvested, to purchase shares of Circle.com common
stock under the option plans of Snyder Communications will remain outstanding
and be subject to the same terms and conditions as were applicable to the
option immediately prior to the effective time of the merger. Accordingly, the
option will remain an option to purchase the number of shares of Circle.com
common stock of Snyder Communications, as the surviving corporation, subject to
such option. The exercise price per share of Circle.com common stock will be
equal to the exercise price per share of Circle.com common stock under the
option immediately prior to the effective time of the merger.

Options granted to the directors and executive officers of Snyder
Communications, as well as nine other employees of Snyder Communications whose
option agreements provide for acceleration of vesting upon a change of control
of Snyder Communications, will have the right, exercisable by written notice to
Havas Advertising, to cause their options to purchase SNC common stock to be
purchased for cash in an amount equal to the difference of:

. the aggregate exercise price for the Havas Advertising ADSs subject to
the accelerated option to purchase SNC common stock.

Effect on Employee Benefit Matters

Following the merger, Havas Advertising will cause Snyder Communications to
honor all obligations under employment or severance agreements of Snyder
Communications and its subsidiaries and pay all benefits accrued through the
effective time under employee benefit plans, programs, policies and
arrangements of Snyder Communications and its subsidiaries in accordance with
their terms.

Specifically, Havas Advertising will provide, or cause Snyder Communications
as the surviving corporation of the merger to provide, the employees of Snyder
Communications who continue to be employed by the surviving corporation or its
subsidiaries after the merger, for a period of no less than two years following
the merger, with annual compensation no less favorable than the annual
compensation which they were receiving immediately prior to the merger and
benefits which, in the aggregate, are no less favorable than the benefits
provided to those employees immediately prior to the merger.

Additionally, for a period of two years following the merger, Havas
Advertising will establish and maintain a plan to provide severance and
termination benefits to all non-union employees of Snyder Communications and
its subsidiaries which are no less favorable than the severance and termination
benefits provided under current plans and arrangements of Snyder
Communications. If any current Snyder Communications employees are included in
any benefit plan of Havas Advertising after the merger, they will receive
credit for their time as employees of Snyder Communications and its
subsidiaries for service prior to the merger to the same extent their service
was counted under similar Snyder Communications benefit plans for purposes of
eligibility, vesting, eligibility for retirement and benefit accrual. If any
Snyder Communications employees are included in any medical, dental or health
plan other than the plan or plans they participated in prior to the merger,
these plans will not include pre-existing condition exclusions, except to the
extent the exclusions were applicable under the similar Snyder Communications
benefit plan and the plans will provide credit for any deductibles and co-
payments applied or made with respect to each employee in the calendar year of
the change.

74
<PAGE>

Upon the effective time of the merger, Snyder Communications' employee stock
purchase plan will be terminated with the effect that the then current offering
period under the plan, to the extent not already terminated, will be terminated
effective as of the merger.

Conditions to Completion of the Merger

Conditions to Each Party's Obligations to Effect the Merger. The obligations
of Havas Advertising and Snyder Communications to complete the merger are
subject to the satisfaction (or waiver by the party for whose benefit the
applicable condition exists) of the following conditions:

. the adoption of the merger agreement by the holders of a majority of the
voting rights represented by the outstanding shares of SNC common stock
and Circle.com common stock, voting together as a single class, and the
authorization of the capital increase and related issuance of Havas
Advertising shares in the merger by the holders of at least 66 2/3% of
the outstanding Havas Advertising shares present in person or
represented by proxy at a meeting called to approve the capital increase

. the expiration of the applicable waiting period under any foreign merger
regulations and the receipt of all authorizations and the submission of
any filings required under any other applicable antitrust laws, all of
which have been received or submitted as of the date of this proxy
statement/prospectus

. the absence of any applicable law, regulation, judgment, injunction,
order or decree prohibiting or enjoining the completion of the merger

. the effectiveness of the registration statement registering the Havas
Advertising ADSs to be issued in the merger and the absence of a stop
order suspending the effectiveness of the registration statement or any
proceedings for that purpose pending before or threatened by the SEC and
Havas Advertising having received all appropriate approvals from the
Conseil des Marches Financiers, or CMF, and the COB

. the approval for quotation of the Havas Advertising ADSs to be issued in
the merger by the Nasdaq National Market System, subject to official
notice of issuance and

. the SNC common stock representing control of Snyder Communications
within the meaning of Section 368(c) of the U.S. Internal Revenue Code

Conditions to the Obligations of Havas Advertising. The obligations of Havas
Advertising and HAS Acquisition Corp. to complete the merger are subject to the
compliance by Snyder Communications with its obligations under the merger
agreement, the representations and warranties of Snyder Communications
contained in the merger agreement being true and correct both as of the date of
the merger agreement and as of the effective date, receipt by Havas Advertising
of an opinion rendered by counsel for Havas Advertising substantially to the
effect that the merger should constitute a reorganization for U.S. federal
income tax purposes within the meaning of Section 368(a) of the U.S. Internal
Revenue Code, and the compliance by the holders of SNC common stock and
Circle.com common stock that are parties to a voting agreement with Havas
Advertising with their obligations under the voting agreement. If requested by
Snyder Communications, Havas Advertising has agreed to waive the condition that
it receive a tax opinion and waive the condition that the SNC common stock
represent control of Snyder Communications within the meaning of Section 368(c)
of the U.S. Internal Revenue Code, and effect any modifications to this proxy
statement/prospectus as may be reasonably requested to reflect the merger as a
taxable transaction.

Conditions to the Obligations of Snyder Communications. The obligations of
Snyder Communications to complete the merger are subject to the compliance by
Havas Advertising with its obligations under the merger agreement, the
representations and warranties of Havas Advertising contained in the merger
agreement being true and correct both as of the date of the merger agreement
and as of the effective date, receipt by Snyder Communications of an opinion
rendered by counsel for Snyder Communications substantially to the effect that
the merger should constitute a reorganization for U.S. federal income tax
purposes within the meaning of Section 368(a) of the U.S. Internal Revenue
Code, and the compliance by Havas S.A. with its obligations under

75
<PAGE>

the voting agreement with Snyder Communications. If Snyder Communications' tax
counsel is unable to render its opinion and the material federal income tax
consequences are materially different from those described herein, then Snyder
Communications may elect to waive that condition, in which case it would
resolicit the vote of its stockholders before proceeding with a merger with
Havas Advertising.

Termination

The merger agreement may be terminated and the merger may be abandoned at any
time prior to the effective time of the merger, whether before or after the
stockholders of Snyder Communications have approved the merger agreement:

. by mutual written consent of Snyder Communications and Havas Advertising

. by either Snyder Communications or Havas Advertising if:

. the merger has not been completed by December 31, 2000

. the stockholders of Snyder Communications fail to adopt the merger
agreement and approve the merger at a duly held meeting of
stockholders of Snyder Communications

. the shareholders of Havas Advertising fail to authorize the capital
increase necessary for completion of the merger at a duly held
meeting of shareholders of Havas Advertising or

. the completion of the merger is prohibited by any law or regulation
or if any injunction, judgment, order or decree enjoining Snyder
Communications or Havas Advertising from completing the merger is
entered and the injunction, judgment, order or decree has become
final and nonappealable or

. by Snyder Communications:

. if the Snyder Communications' board has received an Acquisition
Proposal which it has determined in good faith is a Superior
Proposal and it pays the required termination fee to Havas
Advertising

. upon a breach of any representation, warranty, covenant or agreement
of Havas Advertising under the merger agreement if the breach is not
cured within 30 days after notice of the breach or

. if Havas Advertising's board shall have withdrawn or modified, or
publicly proposed to withdraw or modify, in a manner adverse to
Snyder Communications, its approval or recommendation of the merger
or the merger agreement or

. by Havas Advertising:

. if the Snyder Communications board shall have withdrawn or modified,
or publicly proposed to withdraw or modify, in a manner adverse to
Havas Advertising, its approval or recommendation of the merger or
the merger agreement, or approved or recommended, or publicly
proposed to approve or recommend, an Acquisition Proposal or

. upon a breach of any representation, warranty, covenant or agreement
of Snyder Communications under the merger agreement if the breach is
not cured within 30 days after notice of the breach.

Effects of Termination

If the merger agreement is terminated, there will be no liability on the part
of Havas Advertising, Snyder Communications or HAS Acquisition Corp., except as
otherwise provided in the merger agreement and as set forth below under "--
Termination Payments." Nothing, however, will relieve any party of any
liability or damages resulting from any willful material breach by that party
of the merger agreement.

76
<PAGE>

Termination Payments

Snyder Communications will be required to pay to Havas Advertising a
termination fee of $85 million if:

. Snyder Communications terminates the merger agreement because it
received an Acquisition Proposal which Snyder Communications determined
in good faith is a Superior Proposal

. Havas Advertising terminates the merger agreement because Snyder
Communications' board of directors fails to recommend or withdraws or
modifies or changes in a manner adverse to Havas Advertising its
approval or recommendation of the merger agreement or the merger or
recommends a Superior Proposal to the stockholders of Snyder
Communications or

. Snyder Communications or Havas Advertising terminate the merger
agreement because the stockholders of Snyder Communications fail to
approve the merger agreement at a duly held meeting of stockholders of
Snyder Communications.

Additionally, if Havas Advertising terminates the merger agreement due to a
willful breach of any representation, warranty, covenant or agreement of Snyder
Communications under the merger agreement and such willful breach is not cured
within 30 days after notice of the breach, then Snyder Communications will be
required to pay to Havas Advertising an amount equal to the greater of $85
million or the actual damages resulting from the breach.

Havas Advertising will be required to pay to Snyder Communications a
termination fee of $85 million if:

. Snyder Communications or Havas Advertising terminate the merger
agreement because the shareholders of Havas Advertising fail to
authorize the capital increase necessary for consummation of the merger
at a duly held meeting of shareholders of Havas Advertising or

. Snyder Communications terminates the merger agreement because Havas
Advertising's board shall have withdrawn or modified, or publicly
proposed to withdraw or modify, in a manner adverse to Snyder
Communications, its approval or recommendation of the merger or the
merger agreement.

Additionally, if Snyder Communications terminates the merger agreement due to
a willful breach of any representation, warranty, covenant or agreement of
Havas Advertising under the merger agreement and the willful breach is not
cured within 30 days after notice of the breach, then Havas Advertising will be
required to pay to Snyder Communications an amount equal to the greater of $85
million or the actual damages resulting from the breach.

Other Expenses

Except as otherwise provided for in the merger agreement or agreed in writing
by the parties, all costs and expenses incurred as a result of the merger
agreement and the transactions contemplated by the merger agreement shall be
paid by the party incurring the cost or expense.

Indemnification

The merger agreement provides that Havas Advertising will, or will cause
Snyder Communications to, indemnify each person who was an employee, agent,
director or officer of Snyder Communications or its subsidiaries prior to
February 20, 2000, to the fullest extent such persons can be indemnified by
Snyder Communications under applicable law, with respect to any claim,
liability, loss, damage, judgment, fine, penalty, amount paid in settlement or
compromise, cost or expense, including reasonable fees and expenses of counsel,
against the person in their capacity as an employee, agent, officer or director
of Snyder Communications or its subsidiaries, based in whole or in part, or
arising in whole or in part out of, any facts or circumstances occurring at or
prior to the merger.

77
<PAGE>

Havas Advertising also will cause Snyder Communications to maintain Snyder
Communications' existing directors' and officers' liability insurance policy
(or a policy with substantially similar coverage) for not less than six years
after the merger but only to the extent related to facts or circumstances
occurring at or prior to the merger, provided that the aggregate annual premium
for maintaining the insurance during the six year period does not exceed 300%
of the per annum aggregate premium paid by Snyder Communications on February
20, 2000, in which case Havas Advertising will cause Snyder Communications to
provide the most advantageous coverage then available at an annual premium of
300% of such rate.

Amendments and Waivers

Any provision of the merger agreement may be amended or waived prior to the
merger if, and only if, the amendment or waiver is in writing and signed, in
the case of an amendment, by Snyder Communications and Havas Advertising or, in
the case of a waiver, by the party against whom the waiver is to be effective.
After the adoption of the merger agreement by the stockholders of Snyder
Communications, there shall be no amendment that by law requires further
approval by stockholders without the approval of Snyder Communications
stockholders. In addition, each of Snyder Communications and Havas Advertising
intend to resolicit the vote of Snyder Communications' stockholders if a
material amendment is entered into among the parties to the merger agreement or
a material condition is waived either before or after the stockholders of
Snyder Communications approve the merger.

Other Merger-Related Agreements

Snyder Communications Stockholder Voting Agreement. Each of Daniel M. Snyder,
Michele D. Snyder, Fred Drasner and Mortimer Zuckerman, all executive officers
and/or directors of Snyder Communications, and their affiliates that hold SNC
common stock and Circle.com common stock, together with the Charles E. Smith
Jewish Day School of Greater Washington, Inc., entered into a voting agreement
with Havas Advertising. In the voting agreement, these stockholders agreed to
vote their approximately 20 million shares of SNC common stock (which represent
approximately 28% of the outstanding SNC common stock) and their approximately
5 million shares of Circle.com common stock (which represent approximately 22%
of the outstanding Circle.com common stock) in favor of the merger. The shares
subject to the voting agreement represent approximately 27% of the aggregate
voting rights of the outstanding shares of SNC common stock and Circle.com
common stock. Each stockholder party to the voting agreement also agreed to
restrictions on the resale of the Havas Advertising ADSs it receives in the
merger. For a period of 90 days after the merger, no stockholder party to the
voting agreement may dispose of any Havas Advertising ADSs received in the
merger, except for approximately 12% of the Havas Advertising ADSs, calculated
as if the merger had occurred on August 15, 2000, subject to existing forward
purchase contracts. In addition, during the same ninety-day period following
the merger, Havas Advertising has agreed to use its reasonable best efforts to
facilitate or arrange a third party placement or underwriting of up to 50% of
the difference between the number of Havas Advertising ADSs received in the
merger by these stockholders and the number of Havas Advertising ADSs subject
to the forward purchase contracts, which would amount to approximately 7.8% of
the Havas Advertising ADSs, calculated as if the merger had occurred on August
15, 2000. For a period of 180 days after the merger, none of these stockholders
may dispose of more than 50% of the difference between the Havas Advertising
ADSs received by the stockholder in the merger and any Havas Advertising ADSs
of the stockholder subject to the forward purchase contracts. A copy of this
voting agreement is attached to this proxy statement/prospectus as Annex B.

Havas Advertising Shareholder Voting Agreement. Contemporaneously with the
execution of the merger agreement, Havas S.A. entered into a voting agreement
with Snyder Communications. In the voting agreement, Havas S.A. agreed to vote
its 29,939,200 Havas Advertising shares, which represented approximately 19.4%
of the outstanding Havas Advertising shares as of May 23, 2000, in favor of the
capital increase of Havas Advertising shares. Havas S.A. also agreed that it
would not transfer any of its Havas Advertising shares at any

78
<PAGE>

time prior to the merger and for the first 180 days following the merger. In
the event the merger agreement is terminated, the voting agreement will also
automatically terminate. In any event, if the merger does not occur on or
before December 31, 2000, the voting agreement may be terminated by Havas S.A.
A copy of this voting agreement is attached to this proxy statement/prospectus
as Annex C.

Guaranty in Favor of Snyder Communications. Contemporaneously with the
execution of the merger agreement, EWDB North America, Inc., a wholly-owned
subsidiary of Havas Advertising, entered into a guaranty in favor of Snyder
Communications. In this agreement, EWDB North America, Inc. guaranteed the
payment of the termination fee by Havas Advertising to Snyder Communications in
the event Havas Advertising is obligated to pay the termination fee under the
merger agreement.

79
<PAGE>

DESCRIPTION OF HAVAS ADVERTISING

Overview

Havas Advertising is a holding company that conducts its business through the
following four principal operating divisions:

EURO RSCG Worldwide. From its divisional headquarters in New York, EURO RSCG
Worldwide manages Havas Advertising's principal international brand--EURO
RSCG--and owns and operates a network of more than 150 agencies in Europe, the
United States, Latin America and the Asia-Pacific region. Through this network,
EURO RSCG Worldwide offers a complete range of advertising and communications
services and is extending its activities into the strategically important
fields of interactivity, marketing services and healthcare.

Campus. Campus is a network of six advertising agencies that emphasize their
creative work product and seek to establish strong local identity in the
markets they serve. Campus primarily focuses on general advertising services
and currently operates in Europe and Brazil.

Media Planning Group. From its headquarters in Madrid, Media Planning Group
provides media planning and buying services to its clients and currently
operates primarily in Europe, Latin America and the United States. Havas
Advertising owns 45% of this division, which was created in 1999 through the
merger of Havas Advertising's media planning activities with those of Media
Planning, S.A., a Spanish company.

Diversified Agencies Group. The Diversified Agencies Group operating division
is comprised of more than 50 "independent" agencies. These agencies are wholly
or partially owned by Havas Advertising but are referred to as "independent"
because they generally are managed and operated autonomously, have operations
that are local or regional in scope, and are not part of either the EURO RSCG
Worldwide or Campus networks. In addition to general advertising, these
agencies focus on specific disciplines such as marketing services, design,
research and public relations.

80
<PAGE>

Although Havas Advertising is organized into four divisions, the general
legal ownership structure of the agencies comprising these four divisions is as
set forth below.

[FLOW CHART]

The table below shows Havas Advertising's total revenues by geographic region
over the last two fiscal years.

<TABLE>
<CAPTION>
Geographic Region 1999 1998
----------------- ------------- -------------
(in (Euro) thousands)
<S> <C> <C>
France....................................... (Euro)290,975 (Euro)265,463
Rest of Europe............................... 353,896 260,977
North America................................ 375,132 269,095
Asia/Pacific................................. 60,764 42,949
Latin America................................ 43,613 34,283
</TABLE>

History

Havas Advertising strives to maintain an operating structure that is capable
of continuously evolving to take advantage of opportunities in the advertising
and communications services industry. Havas Advertising's current operating
structure is less than ten years old. This relatively new structure is designed
to allow Havas Advertising to adapt quickly to meet the needs of clients,
especially those in dynamic and competitive industries such as
telecommunications and technology.

Havas Advertising was incorporated in 1968 under the name "Havas Conseil." At
that time, its sole shareholder was Havas S.A., a French media group. Since
then, Havas S.A.'s shareholding in Havas Advertising has steadily declined,
from 100% in 1968, to 45% in 1972, to 31% in 1998 and to its current level of
approximately 19.4% of the outstanding Havas Advertising shares. Havas S.A. was
acquired by Vivendi, a communications and environmental services company, in
1998.

At the time of Havas Advertising's incorporation, Havas Advertising's
activity was concentrated in France and was focused on traditional advertising
and media buying services. Since the mid-1970s, Havas Advertising has expanded
its activity significantly, both geographically and in the breadth of services
that it is able to offer. This expansion has been carried out through internal
growth and the selective acquisition of complementary agencies. Acquisitions
remain an important part of Havas Advertising's growth strategy. Over the last
nine

81
<PAGE>

years, the portion of Havas Advertising's revenues (including 100% of the
revenue from Media Planning Group) derived outside of France has increased to
75% in 1999 compared to 48% in 1991.

In the 1990s, Havas Advertising made a number of significant changes to its
organization which Havas Advertising believes have substantially expanded its
geographic reach, the scope of its services, and its positioning in an
increasingly global market. These changes included the following:

. In 1992, Havas Advertising acquired RSCG Group, then a major French
advertising group, and merged its "RSCG" network into Havas
Advertising's own "Eurocom" network to create EURO RSCG Worldwide. Havas
Advertising chose to merge these two networks in order to create a
single organization with an expanded global reach and an enhanced
offering of services. The combination created what Havas Advertising
considers to be a world class network capable of accommodating its
clients in their local, regional and international businesses.

. In 1997, Havas Advertising moved the divisional headquarters of EURO
RSCG Worldwide from Paris to New York. This has allowed Havas
Advertising to move closer to the U.S. advertising market, which
accounted for about half of 1999 worldwide advertising expenditures, and
to U.S. advertisers. In addition, Havas Advertising believes its
introduction of worldwide branding and a global network linking all
members of EURO RSCG Worldwide has raised the level of cooperation among
the agencies comprising the EURO RSCG Worldwide network.

. In 1999, Havas Advertising entered into an agreement with Media
Planning, S.A., a Spanish company, to create a new media planning group
combining the media planning and buying activities of Media Planning,
S.A. and Havas Advertising in 15 countries. Havas Advertising owns 45%
of this new group. Havas Advertising believes that operating its media
planning and buying activities as separate entities rather than solely
as departments within its agencies is the most effective structure to
capitalize on growth opportunities in the media business. By combining
its media planning and buying activities with those of Media Planning,
S.A., Havas Advertising believes that it has created a powerful network
of media expertise which has the management skills and resources
necessary to compete in the media market.

Beginning in 1999, Havas Advertising has pursued an aggressive strategy of
growth through acquisition, acquiring over 40 companies in 1999. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of Havas Advertising--Strategic Acquisition Plan" and Note 3 to the
consolidated financial statements of Havas Advertising included elsewhere in
this proxy statement/prospectus for additional information about some of these
acquisitions.

In 1982 Havas Advertising shares were first listed on the Paris Bourse, which
is the French national stock exchange. They have traded on the Premier Marche
of the Paris Bourse, which is the principal trading market for securities in
France, since May of 1985.

Advertising and Communications Services

Havas Advertising offers the following products and services:

. Direct marketing. Direct
. General advertising. General marketing services consist of
advertising services consist of providing communications (for
defining the nature, the example, direct mail) and
content and the targets of an related database support which
appropriate advertising message are designed to develop and
for the promotion of brands, maintain a measurable contact
products or services, creating between the message sender and
work product, advising clients the receiver.
in the choice of media to
disseminate creative work
product, and studies and
research to monitor the
effectiveness of the
advertising message and work
product.

82
<PAGE>

. Media planning and buying. . Corporate communications.
Media planning and buying Corporate communications
services consist of optimizing services consist of providing
the efficiency of communications relating to a
advertisements by determining company (for example, annual
the media best suited for reports to stockholders)
reaching the largest and most intended to make the company
targeted sample of readers, better known or improve its
listeners or viewers and image to stockholders, suppliers
planning and buying media for or the financial markets.
advertisers.

. Sales promotion. Sales . Design. Design services are
promotion services consist of intended to boost the sales of
designing communications which products or services through the
aim to induce consumer design of products themselves,
purchasing, promote consumer their packaging, the visual
loyalty, boost consumer identity of companies or the
interest in a product or react architecture of business
to a competitor's attack. establishments.

. Television sponsorship. . Human resources. Human resources
Television sponsorship services services are a specialty
are a relatively recent provided to companies for their
communications specialty and hiring, training, promotion and
consist of associating a brand related internal communications.
or a product to a television
program.

. Multimedia interactive . Public relations. Public
communication. Multimedia relations services consist of
interactive communication inducing the public to have an
services consist of providing understanding of and goodwill
communications using on-line, for a client.
off-line and interactive
multimedia.

Key Industry Trends

Starting in the mid-1990s, the advertising and communications services
industry entered a period of profound changes that Havas Advertising expects
will redefine it in the years ahead. Havas Advertising believes this evolution
will have wide impact and is characterized by the following trends:

Strong Overall Growth. According to Universal McCann, the worldwide
advertising and communications services markets have grown to approximately
$429.1 billion in 1999, from $406.8 billion in 1998, representing an annual
growth rate of approximately 5.5%. Havas Advertising believes that this
positive trend will continue as the world economy expands. While all regions of
the world experienced growth, the United States remained the largest single
market, accounting for approximately 50.2% of worldwide advertising spending in
1999, according to Universal McCann.

Continuing Globalization and Alignment. In the 1990s, large companies
continued to consolidate and expand internationally, creating a need for global
advertising of their products. This trend has affected the advertising industry
in two significant ways. First, agency networks have expanded internationally
to service their clients' global needs by establishing local branches or
acquiring or establishing partnership arrangements with existing local
agencies. As a result, the industry is experiencing a polarization between a
small number of global networks on the one hand and a large number of smaller
local and regional agencies on the other hand. Second, as local products and
brands have become more international, large advertisers have sought to
streamline their advertising and communication strategy across markets by
aligning themselves with fewer agencies, and sometimes a single agency. This
second trend has increased competition among agencies.

Growth of Marketing Services. Havas Advertising believes there is an ongoing
trend of faster growth for marketing services than traditional advertising,
based on its own market experience and estimates of analysts, including
Donaldson, Lufkin & Jenrette and Warburg Dillon Read. Havas Advertising
believes this trend is the

83
<PAGE>

result of new technologies that enhance the ability of advertisers to reach
their target audiences more effectively than through traditional mass media,
develop customer loyalty and measure the efficiency of their communications.
Havas Advertising also believes that this technological development has led to
a decrease in the importance of traditional mass media in favor of thematic
television channels and the Internet, and a rapid expansion and sophistication
of direct marketing techniques and market research tools such as targeted
databases generally referred to in the industry as "one-to-one" or "one-to-few"
communications. This trend is particularly significant because, due to the
increased measurability of returns on marketing services, they tend to be more
profitable activities for communications companies than traditional mass media
advertising.

Growth of the Internet. In only a few years, the Internet has dramatically
affected the advertising and communications industry. In 1999, Internet
advertising expenditure increased to $3.5 billion from $2.2 billion in 1998
according to Zenithmedia. Havas Advertising believes the Internet represents a
formidable potential for business, from consulting services and one-to-one
marketing to web site creation, web advertising campaigns designed to attract
customers to web sites, and e-commerce consulting.

Growth of Media Planning and Buying. In recent years, media planning and
buying has changed significantly due to a number of factors, including the
following:

. the globalization of the needs of major advertisers who require media
consultants to help them optimize their investments, not only locally,
but also on a regional or worldwide scale
. the requirement of considerable investments in the area of research and
information technologies in order to improve productivity and efficiency
measuring and
. consolidation among large sellers of media space, making it necessary
for advertisers to be represented by media buying groups that have grown
to similar proportions in order to equalize relative bargaining powers.

In order to develop the resources and specialized skills required in this new
environment, media planning and buying functions have evolved from a
complementary service within the structure of the full service agency to a
specialized autonomous service. Although this trend has advanced furthest in
Europe, Havas Advertising believes it has also accelerated markedly in the
United States and in Asia over the last two years.

Business Objectives

In 1999, Havas Advertising established a three-year plan defining objectives
for 2001. The following objectives relate to Havas Advertising's financial
performance under French GAAP. It is not comparable to the U.S. GAAP financial
information presented elsewhere in this proxy statement/prospectus or that will
be presented by Havas Advertising in the future in its annual reports on Form
20-F. As a French company, Havas Advertising measures its financial performance
under French GAAP and will continue to report and communicate to the financial
markets on the basis of French GAAP. Havas Advertising's 2001 objectives under
this plan are to:

. be one of the five largest advertising companies in the world, based on
French GAAP revenues

. increase Havas Advertising's annual gross income under French GAAP to
(Euro)2.0 billion or more, which is double its 1998 level

. derive more than 56% of its gross income under French GAAP from
marketing services

. derive more than 80% of its gross income under French GAAP from outside
of France

. derive more than 40% of its gross income under French GAAP from the
United States

. be a major force in interactivity

. develop a global client base, representing at least 40% of its business,
in the dynamic sectors of telecommunications, high tech, health care,
media and financial services

. increase earnings before interest, income taxes and amortization (EBITA)
margins under French GAAP to 14% or more of gross income

At a presentation to investors and analysts on June 5, 2000, Havas Advertising
indicated that it believed, based on financial information for the first three
months of 2000 and Havas Advertising and Snyder Communications

84
<PAGE>

management estimates of financial performance in 2000 at that time, that the
combination of Havas Advertising and Snyder Communications would result in
these objectives being met in 2000 on a pro forma basis under French GAAP after
giving effect to the completion of the merger as if it had occurred on January
1, 2000. The foregoing projection constitutes a forward-looking statement, and
is subject to numerous risks and uncertainties that could cause the actual
financial performance of Havas Advertising and Snyder Communications in 2000 to
differ materially from management estimates at that time. These include risks
and uncertainties related to general economic conditions, the ability to retain
clients and key personnel after the merger, and the ability of Havas
Advertising to successfully integrate Snyder Communications. See "Risk Factors"
and "Forward-Looking Statements."

Havas Advertising plans to establish a new three-year plan following the
merger.

Business Strategy

As reflected in the foregoing objectives, Havas Advertising's primary
business goal is to consolidate and enhance its position as one of the largest
worldwide providers of advertising and communications services, based on
revenues. In order to accomplish this goal, Havas Advertising relies on a
strategy consisting of the following key components:

Emphasize Global Coordination to Attract Major International Clients. Major
international clients increasingly require the global coordination of
advertising and communications services. Havas Advertising believes that EURO
RSCG Worldwide, with over 150 agencies in over 65 countries, is particularly
well positioned to provide global coordination of those services. In addition,
Havas Advertising believes that Campus, with its smaller network of six
agencies in Europe and Brazil, is able to provide coordinated creative
advertising services to major international clients in the key markets that it
serves. Finally, Havas Advertising believes that Media Planning Group, with
more than 25 agencies in Europe, the United States and Latin America, can offer
coordination of media planning and buying in these markets for major
international clients seeking to have those services provided by one firm. In
addition to attracting major new clients, Havas Advertising believes that its
emphasis on global coordination will also permit EURO RSCG Worldwide, Campus
and Media Planning Group to obtain a greater share of the communications
services expenditures of their existing major international clients.

Expand or Consolidate Advertising and Communications Services Offerings in
Targeted Sectors. Havas Advertising intends for each of its four operational
divisions to expand their advertising and communications services offerings,
primarily in high growth sectors, through selective acquisitions of agencies
that meet Havas Advertising's financial criteria and creative standards. For a
discussion regarding Havas Advertising's financial criteria and creative
assessments, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations of Havas Advertising--Strategic Acquisition Plan." In
particular, Havas Advertising is seeking to expand the capabilities of EURO
RSCG Worldwide in healthcare advertising, marketing services and interactive
media services, and to increase the focus of Diversified Agencies Group on
direct marketing, interactive services, public relations and sports marketing
services.

Expand or Consolidate Geographically in Targeted Regions. Havas Advertising
intends for each of its four operational divisions to expand or consolidate
geographically, primarily through selective acquisitions of agencies that meet
Havas Advertising's financial criteria and creative standards. Havas
Advertising expects Campus to expand into the United States, Latin America and
the Asia-Pacific region and the Media Planning Group to consolidate its
positions in Europe, the United States and Latin America and expand into the
Asia-Pacific region. For EURO RSCG Worldwide, Havas Advertising plans a
consolidation of its position as the sixth largest advertising network in the
United States and largest advertising network in Europe, according to
Advertising Age and Advertising Age International, respectively, based on 1999
revenues. Havas Advertising also plans an expansion of EURO RSCG Worldwide
positions in Latin America and the Asia-Pacific region. Finally, Havas
Advertising intends for Diversified Agencies Group to expand primarily in the
United States and continental Europe.

85
<PAGE>

Improve Margins by Focusing on Profitable Markets and Controlling Costs.
Havas Advertising believes that there are opportunities to improve its profit
margins by targeting acquisitions in high profit sectors, such as marketing
services, and by controlling its labor and overhead costs.

Focus on Creative Work Product. Havas Advertising expects its three divisions
that provide general advertising services to constantly focus on the technical
and artistic quality, innovation and creativity of their creative work product.
Havas Advertising also expects each of its divisions to maintain its level of
service as it expands. Havas Advertising typically undertakes an exhaustive
review of the creative work product of any proposed acquisition in order to
ascertain whether the agency to be acquired meets Havas Advertising's quality,
innovation and creativity standards.

Organization into Four Divisions
Havas Advertising believes that its organization into four divisions provides
Havas Advertising with distinct advantages over other international advertising
and communications services groups that are not organized in this structure.

Because Havas Advertising operates through several divisions utilizing
independent brands, including EURO RSCG Worldwide and Campus, Havas Advertising
is often able to represent clients with competing products and services,
allowing Havas Advertising to continue to expand internationally.

The separation of Havas Advertising's operations into four divisions also
facilitates the diversification of its investment in different types of
advertising and communications services. For example, Havas Advertising
accomplishes much of its investment in local and regional agencies that
specialize in one or more communications services through Diversified Agencies
Group. Havas Advertising believes ownership of these agencies offers strong
economic benefits, such as allowing Havas Advertising to provide the local and
specialized services and know-how of these agencies to clients of the other
divisions and to offer the services of the other divisions to clients of the
Diversified Agencies Group. Havas Advertising also recognizes that many of
these agencies cannot be successfully integrated into a multinational agency
such as EURO RSCG Worldwide or Campus. As a result, Havas Advertising's
organization into divisions allows Havas Advertising to realize the economic
benefits of ownership of integrated multinational advertising and
communications firms such as EURO RSCG Worldwide and of specialized local and
regional firms such as those comprising Diversified Agencies Group.

Set forth below is a summary of each of Havas Advertising's four divisions.

EURO RSCG Worldwide

Overview. EURO RSCG Worldwide was founded in 1991 and is Havas Advertising's
principal international brand. In less than a decade, the division has
progressively expanded to an international network of agencies. This has been
accomplished primarily through acquisitions of independent local agencies
around
the world. Today, the network is comprised of over 150 agencies in over 65
countries. EURO RSCG Worldwide was ranked by Advertising Age as the fifth
largest advertising agency network worldwide in April 2000, based on 1999
revenues. In addition, EURO RSCG Worldwide was ranked by Advertising Age
International in June 2000 as the number one agency network in Europe and the
fifth agency network globally, based on 1999 gross income.

EURO RSCG Worldwide offers a full range of communications services necessary
to support major international clients. While traditional advertising remains
the network's main activity, it is increasingly active in marketing,
healthcare, public relations and interactive communications. In 1999, 66% of
the division's revenues were in traditional advertising (compared to 70% in
1998) and 34% in other services (compared to 30% in 1998), and Havas
Advertising believes this trend will continue.

86
<PAGE>

The network's decentralized management style reflects EURO RSCG Worldwide's
historical development from a loose federation of a few local agencies to a
global multicultural network. Agencies typically retain their local management
and branding, and in many cases, local management retains a minority equity
stake in the agencies. To insure coordination between agencies, EURO RSCG
Worldwide has in place a small group of managers, each responsible for a
geographic region or activity sector. There are also brand managers who are
solely dedicated to the relationship with a particular client and for
channeling the network's resources to service the global needs of that client.
To improve exchanges and enable more rapid communication between the agencies,
in 1997 the network developed and launched StarLink, a sophisticated intranet
tool that links all members of EURO RSCG Worldwide with the goal of globally
coordinating EURO RSCG Worldwide's delivery of client services.

EURO RSCG Worldwide formed its interactive business, EURO RSCG Interaction,
in 1998 with 12 agency offices in eight countries. EURO RSCG Interaction was
organized to take advantage of the growing Internet advertising market by
offering interactive expertise across multiple disciplines. EURO RSCG
Interaction specializes in digital production, entertainment and third party
content, e-commerce, dot.com brand building, database analysis and management
and interactive television. It also focuses on utilizing integrated digital
media to provide creative integrated business solutions and overall brand
communications strategies for its clients. EURO RSCG Interaction presently has
46 offices in 26 countries and represents many multinational clients, including
Intel, Peugeot, Philips Electronics, Iomega, New Balance, Volvo, L.V.M.H., Sara
Lee, Air France and Dell Computer Corp. In February 2000, Adweek named EURO
RSCG Worldwide among the top ten agencies in the world for such services, based
on projected 1999 revenues.

Strategic Expansion. EURO RSCG Worldwide is in the process of a strategic
expansion, both geographically and through the development of particular
communications services, that is intended to further enhance its position among
the world's top five largest advertising agency networks, based on 1999
revenues as ranked by Advertising Age.

With respect to geographic expansion, EURO RSCG Worldwide intends to continue
to consolidate its operations in the United States and Europe through selective
acquisitions of agencies whose specialties and client bases will complement its
existing offerings and client bases in those markets. EURO RSCG Worldwide also
intends to continue expansion in the Asia-Pacific region. Although this region
has recently experienced an economic downturn, Havas Advertising believes that
the EURO RSCG Worldwide agencies in this region were relatively unharmed in
comparison to many of their competitors and Havas Advertising believes that
further expansion would be appropriate at this time or in the near future. EURO
RSCG Worldwide also intends to continue expansion throughout Latin America
while also developing its marketing services in the region. EURO RSCG
Worldwide's expansion in the Asia-Pacific region and in Latin America is
expected primarily to occur through selective acquisitions of compatible
agencies in those regions.

With respect to the development of particular advertising and communications
services, EURO RSCG Worldwide intends to further expand its operations in the
healthcare advertising, marketing services and interactive media areas. EURO
RSCG Worldwide expects to continue to strengthen its existing network of 35
agencies that provide advertising and communications services to the healthcare
industry through a combination of internal growth and acquisitions. With
respect to marketing services, EURO RSCG Worldwide currently has a network of
over 70 agencies throughout the world which provide direct marketing and
related services. In May 1999, EURO RSCG Worldwide launched the "Sales Machine
Network," which is a network of marketing services agencies of EURO RSCG
Worldwide designed to better coordinate their marketing services and strengthen
their ability to provide global creative solutions. EURO RSCG Worldwide intends
to increase its presence in this market through the acquisition of integrated
direct marketing activities that are capable of establishing and managing
direct contact with consumers. In particular, EURO RSCG Worldwide intends to
strengthen its interactive media services offerings through a combination of
the internal growth of its existing network of EURO RSCG Worldwide agencies
that provide interactive media and related services and also through selective
acquisitions.

87
<PAGE>

Campus

Overview. Campus is a network of six advertising agencies that emphasize
their creative work product and seek to establish a strong local identity in
the markets they serve. Campus primarily focuses on general advertising
services and currently operates in Europe and Brazil only. The Campus approach
to managing its projects involves using a team of advertising experts in the
country of origin of the project to develop a multinational advertising
campaign that is carefully coordinated with the other Campus agencies. As a
result of this collaboration with other Campus agencies, Havas Advertising
believes that Campus provides high quality creative work and precise and rapid
international coordination. Although, as discussed below under "-- Strategic
Expansion," Campus intends to expand in the near future, the geographic
coverage of Campus will remain intentionally limited to the countries with the
most advertising activity in order to best tailor the services to the needs of
its target clients, major global advertisers.

Strategic Expansion. Campus intends to expand its operations through the
selective acquisition of several agencies in each of the United States, Latin
America and the Asia-Pacific region. Campus intends to target agencies that
Havas Advertising believes are generally recognized for the high quality of
their work product and that will foster the Campus approach to careful
coordination of multinational advertising campaigns.

Media Planning Group

Overview. In recent years the media services industry has been affected by
the increasing segmentation of the media and audiences, the increasing
importance of high technology and the increasingly global needs of clients. In
response to these changes, Havas Advertising decided to reorganize its media
operations to become part of an autonomous operating company, with the size,
geographic reach, expertise and dedicated management that Havas Advertising
believes are required to succeed in the industry's new environment.
Accordingly, through a business combination transaction agreed to in March
1999, Havas Advertising combined its existing media services agencies with
Media Planning, S.A., a private Spanish-based media specialist, in October 1999
and received in exchange a 45% equity interest in Media Planning, S.A., which
then changed its name to Media Planning Group. For a detailed description of
the Media Planning Group transaction, see "Management's Discussion and Analysis
of Financial Condition and Results of Operations of Havas Advertising--Creation
of Media Planning Group."

Media Planning Group, which is headquartered in Madrid, had a team of more
than 1,300 employees and operated in 15 countries as of December 31, 1999.
Havas Advertising estimates that approximately 76% of the division's revenues
in 1999 came from the division's own clients, with the rest coming from clients
of Havas Advertising's other agencies. Havas Advertising believes that these
figures show that Media Planning Group can generate more business as a stand-
alone operation. Since its creation, Media Planning Group has become one of the
largest media service groups worldwide. Media Planning Group is ranked by
Institut RECMA as the second largest independent media service group in the
world, including first in Spain and Portugal and second in France, the largest
independent media service group in Latin America, including first in Mexico,
and the twelfth largest media service group in the United States, in each case
based on 1999 billings.

Strategic Expansion. In the media services industry, Havas Advertising
believes larger media services firms can often benefit from their size by
obtaining more favorable terms for media purchases for their clients and are
also better able to analyze for their clients the effects of their planning and
purchasing of media due to their greater resources. As a result of these
considerations, Media Planning Group intends to continue its pattern of growth
by consolidating its positions in Europe, the United States and Latin America
through acquisitions and internal growth. At the same time, Media Planning
Group intends to expand into the Asia-Pacific region primarily through
acquisitions. As part of its business combination with Media Planning, S.A.,
Havas Advertising gave Media Planning Group an option to purchase the media
activities of all its full service agencies worldwide, which Havas Advertising
believes provides Media Planning Group with a unique platform for geographic
growth.

88
<PAGE>

Diversified Agencies Group

Overview. Diversified Agencies Group was formed in 1996 and is comprised of
more than 50 agencies in seven countries. Unlike EURO RSCG Worldwide, Campus or
Media Planning Group, the agencies that comprise Diversified Agencies Group
have maintained their independence and identity. Though able to call upon the
resources of Havas Advertising's other operating divisions, these agencies
generally operate as independent business units. In addition, most of the
agencies are intent on maintaining their autonomy, individual values and
business culture. Havas Advertising believes that they present strong economic
potential for Havas Advertising, such as allowing Havas Advertising to provide
local and specialized services and know-how of the agencies of Diversified
Agencies Group to clients of the other divisions and to offer the services of
other divisions to clients of Diversified Agencies Group, despite the fact that
they are not intended to be integrated with each other or with any of Havas
Advertising's other operating divisions.

Strategic Expansion. Diversified Agencies Group intends to continue
selectively acquiring agencies that wish to have the support of a larger firm
such as Havas Advertising while maintaining their autonomy. With respect to
expansion into particular lines of business, Diversified Agencies Group intends
to acquire agencies that are generally recognized within the industry in their
markets for the quality of their services and that specialize in marketing
services, multimedia interactive communications, design, public relations,
human resources or recruiting advertising. Another intended area of expansion
for Diversified Agencies Group is sports media services. Havas Advertising
believes that sports will likely be one of the most powerful media of the
future. This market is currently experiencing very strong expansion worldwide
in areas such as sponsoring, consulting activities and the creation and
organization of sporting events. In addition, advertisers are showing a desire
to add value to their brands through association with the world of sports. As a
result, Diversified Agencies Group intends to devote itself to further
developing its sports media services. In June 1999, Diversified Agencies Group
created Havas Advertising Sports to offer sports media services to sports
institutions, federations, clubs, broadcasters and advertisers. With respect to
geographic expansion, Diversified Agencies Group intends to focus on expanding
in the United States and continental Europe, primarily through selective
acquisitions.

Competition

The advertising and communications services industry is highly competitive,
and Havas Advertising expects it to remain so. At the holding company level,
Havas Advertising's principal competitors are other large multinational
marketing and communications companies, including Omnicom Group, The
Interpublic Group of Companies, WPP Group plc, BMD, Dentsu, Young & Rubicam,
True North Communications, Grey Advertising, Publicis, Hakuhodo and Saatchi &
Saatchi. As reported by Adweek, Havas Advertising was the seventh largest
advertising and communications company in the communications services industry
based on 1999 worldwide gross income. The actual competition for clients,
however, generally takes place at the agency level. Havas Advertising's
principal networks in the advertising industry are EURO RSCG Worldwide and
Campus. These networks compete with other similar multinational agencies and
networks of agencies, including BBDO, DDB Needham, McCann Erickson, Leo
Burnett, Young & Rubicam, Dentsu, J. Walter Thompson, Lowe Lintas, Grey
Advertising, as well as numerous smaller agencies that operate only in regional
or local markets.

Havas Advertising must compete with these other companies and agencies to
maintain existing client relationships and to obtain new clients and
assignments. In addition, some clients require agencies to compete for business
at mandatory periodic intervals. Havas Advertising believes that it competes
principally on the basis of the following factors:

. creative reputation

. knowledge of media

. quality and breadth of services

89
<PAGE>

. experience and expertise in interactive services

. geographic coverage and diversity

. relationships with clients and

. size and financial resources.

Recently, traditional advertising agencies also have been competing with
major consulting firms which have developed practices in marketing and
communications. New competitors also include smaller companies such as systems
integrators, database marketing and modeling companies and telemarketers, which
offer technological solutions to marketing and communications issues faced by
clients. In addition, the trend towards consolidation of global accounts
requires companies seeking to compete effectively in the international
communications services industry to make significant investments. These
investments include additional offices and personnel around the world and new
and improved technology for linking these offices and people.

Intellectual Property

The name "Havas" is a registered trademark owned by Havas S.A. Since 1996,
Havas Advertising has licensed the use of the name "Havas Advertising" from
Havas S.A. under annual license agreements, which have been renewed every
fiscal year. Havas Advertising paid Havas S.A. an annual royalty of
approximately (Euro)610,000 under the license agreement for 1999. Havas
Advertising does not anticipate any difficulty in continuing to use the name
Havas Advertising in the future.

The name "Havas" is registered, or in the process of being registered, in the
following countries:

<TABLE>
<C> <C> <C> <S>
African Intellectual Colombia Liechtenstein Saint Marin
Property Organization Croatia Lithuania Sierra Leone
Albania Cuba Mexico Singapore
Algeria Egypt Monaco South Africa
Allemagne Estonia Mongolia Spain
Argentina European Union Morocco Sudan
Armenia France Mozambique Switzerland
Australia Georgia New Zealand Tadjikistan
Austria Greece Ouzbekistan Taiwan
Azerbaidjian Hong Kong Poland Thailand
Belarus Hungary Portugal Tunisia
Benelux Italy Republic of Turkey
Bosnia-Herzegovina Japan Czechoslovakia Ukraine
Brazil Kazakhstan Republic of Macedonia United States
Bulgaria Kenya Republic of Moldova Uruguay
Canada Kirghizistan Republic of North Korea Venezuela
Chile Lesotho Republic of South Korea Vietnam
China Lettonia Romania Yugoslavia
Liberia Russia
</TABLE>

Government Regulation

Havas Advertising's business is subject to government regulation, both within
and outside the United States. In the United States and abroad, federal, state
and local governments and their agencies and various consumer groups have
directly or indirectly affected or attempted to affect the scope, content and
manner of presentation of advertising. The continued activity by government and
by consumer groups regarding advertising may cause further change in
advertising practices in coming years. While Havas Advertising is unable to
estimate the effect of these developments on its business, Havas Advertising
believes the total volume

90
<PAGE>

of advertising in traditional media will not be materially reduced due to
future legislation or regulation, even though the form, content and manner of
presentation of advertising may be modified through regulation.

In France, media buying activities are subject to specific regulations
following the adoption in 1993 of Law No. 93-122, known as the "Loi Sapin." The
Loi Sapin, the objective of which is to encourage greater transparency in media
buying dealings, has profoundly redefined long-standing practices in the media
industry and in particular the traditional role of advertising agencies. Prior
to the adoption of the Loi Sapin, agencies acted as intermediaries between
advertisers and media providers. Since the introduction of the Loi Sapin,
agencies must act as agents for advertisers. As a result, agencies are no
longer able to purchase advertising space from media providers and then resell
the space on different terms to advertisers. In addition, media providers must
bill advertisers directly for advertising space and agencies cannot receive any
commissions or discounts directly from media providers. The Loi Sapin only
applies in France and in situations where both the media provider and the
advertiser or the agency are French or located in France. The Loi Sapin has had
in the past, and continues to have, a significant negative financial impact on
Havas Advertising's media buying activities in France. Havas Advertising is not
aware of any existing, or contemplated, similar legislation in the other
countries in which it operates.

Various federal, state and foreign governments and agencies have recently
proposed limitations on the collection and use of information regarding
Internet users. In October 1998, the European Union adopted a directive that
limits the collection and use of information regarding Internet users in
Europe. In addition to government activity, a number of industry and privacy
advocacy groups are considering various new, additional or different self-
regulatory standards. Due to Havas Advertising's significant marketing
services, which rely on the collection and use of client data, this scrutiny,
and any legislation, regulations or standards promulgated, may have a material
adverse impact on Havas Advertising.

Employees and Labor Relations

Havas Advertising is highly dependent upon the skills of its creative,
research, media and account personnel and their relationships with Havas
Advertising's clients. In France, Havas Advertising's employees generally have
employment contracts, many of which contain covenants not to compete. Havas
Advertising's top management employees also are generally bound by covenants
not to compete. However, Havas Advertising's remaining employees generally are
not subject to covenants not to compete and are, therefore, typically able to
move within the industry with relative ease. Competition among Havas
Advertising and its competitors for qualified personnel is substantial, and
Havas Advertising, like its principal competitors, is vulnerable to the
potentially adverse consequences which would arise from the inability to
attract or retain qualified personnel. Havas Advertising believes the
compensation arrangements for its key employees are highly competitive with
those of other advertising and communications services companies.

During the year ended December 31, 1999, Havas Advertising employed
approximately 11,967 employees (including employees of Media Planning Group)
worldwide, including approximately 6,042 in Europe, approximately 2,422 in the
United States, approximately 1,230 in Asia/Pacific and approximately 665 in
Latin America.

None of Havas Advertising's U.S. employees are covered by any collective
bargaining agreements or similar arrangements. In Europe, membership of Havas
Advertising's employees in labor unions varies from country to country, and a
number of countries prohibit Havas Advertising from keeping records of union
membership. Havas Advertising is subject to various collective bargaining
agreements in Europe. In most continental European countries, collective
bargaining agreements are imposed by law on the entire industry.

91
<PAGE>

Havas Advertising's principal collective bargaining agreements are as follows:

<TABLE>
<CAPTION>
Country Number of Employees Expiration Date
------- ------------------- -----------------
<S> <C> <C>
Argentina........................... 131 No expiration
Austria............................. 43 December 31, 2000
Belgium............................. 205 No expiration
France.............................. 2,603 No expiration
Italy............................... 171 December 31, 2002
Portugal............................ 101 No expiration
Portugal............................ 108 December 31, 2000
Spain............................... 625 December 31, 2000
</TABLE>

Havas Advertising is not aware of any material arrangements whose expiration is
pending and which are not expected to be satisfactorily renewed or replaced in
a timely manner. Havas Advertising believes that relations with its employees
are good.

Properties

Havas Advertising operates in more than 65 countries. In each location, Havas
Advertising generally leases office properties, although in a few locations
Havas Advertising owns its office properties.

Havas Advertising's headquarters are located in Levallois-Perret, France,
where it occupies approximately 294,000 square feet, for a base annual rent of
(Euro)7,280,495. The lessee under the lease is Havas Advertising. The lease
expires on December 31, 2002.

EURO RSCG Worldwide's headquarters are located in New York, New York, where
it occupies approximately 129,369 square feet for a fixed annual rent of
$2,349,506, as adjusted for increases in the fair market value of the property
but in no event greater than $2,996,366. The lessee under the lease is a wholly
owned subsidiary of Havas Advertising. The lease is guaranteed by Havas
Advertising. The lease expires on August 31, 2002.

In addition to these leases, Havas Advertising's principal office leases are
located in the United States, the United Kingdom and France. In the United
States, Havas Advertising leases properties in New York City, Chicago, San
Francisco, Salt Lake City and Pittsburgh for an aggregate current annual base
rent of $11.6 million, excluding EURO RSCG Worldwide's headquarters. The U.S.
leases expire at various dates ranging from April 30, 2002 to November 31,
2014. In the United Kingdom, Havas Advertising leases properties in London,
Birmingham, Glasgow, Kent, Manchester, Nottingham, Bristol, Newcastle,
Edinburgh and Cardiff, for an aggregate current annual base rent of (Euro)3.7
million. The U.K. leases expire at various dates ranging from September 29,
2001 to March 25, 2015. In France, Havas Advertising leases property in Paris
and its suburbs, Bordeaux, Lyon, Rennes, Lille, Reims, Tours, Toulouse, Annecy,
Strasbourg, Marseille, Montpelier, Nice, Metz and Roubaix, for an aggregate
current annual base rent of (Euro)5.8 million, excluding Havas Advertising's
headquarters. The French leases expire at various dates ranging from December
31, 2000 to December 31, 2008. In all other countries where Havas Advertising
leases office properties, the aggregate annual base rent to be paid during 2000
is expected to be approximately (Euro)11.7 million.

Havas Advertising believes that all of its facilities are suitable for their
use, and that it generally has sufficient space for existing needs and expected
near term growth.

Legal Proceedings

The French tax authorities have alleged that Havas Advertising acquired
investments from employees at overstated prices. Havas Advertising and its tax
counsel believe that the position of the tax authorities is unfounded and
intend to defend Havas Advertising's position vigorously. Havas Advertising
brought the matter before the Paris Tribunal Administratif, or tax court and
the proceedings are pending. Based upon the current assessment established by
the tax authorities, the possible maximum liability is approximately (Euro)5
million. Based

92
<PAGE>

upon presently available information, Havas Advertising is not in a position to
give an estimate of a range of possible loss.

Havas Advertising is also from time to time involved in legal actions in the
ordinary course of its business. Havas Advertising is not aware of any pending
or threatened litigation, arbitration or administrative proceedings relating to
claims or amounts which (individually or in the aggregate) Havas Advertising
believes are likely to have a material adverse effect on its business,
financial condition or future results of operations. Any litigation, however,
involves risk and potentially significant litigation costs, and therefore Havas
Advertising cannot give any assurance that any litigation which may arise in
the future will not have a material adverse effect on its business, financial
condition or future results of operations.

93
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA OF HAVAS ADVERTISING

HAVAS ADVERTISING
SELECTED FINANCIAL DATA
(in (Euro) thousands except per share data and as otherwise noted)

The following table summarizes selected financial data of Havas Advertising
and is qualified in its entirety by reference to, and should be read in
conjunction with, Havas Advertising's audited consolidated financial statements
and the notes to the financial statements included in this proxy
statement/prospectus. The historical financial data for the years ended
December 31, 1999 and 1998 have been derived from the audited consolidated
financial statements of Havas Advertising prepared using U.S. GAAP. The
historical financial data for the years ended December 31, 1999, 1998, 1997,
1996 and 1995 have been derived from the consolidated financial statements of
Havas Advertising prepared using French GAAP. Following the merger, Havas
Advertising intends to present its financial statements under U.S. GAAP in its
SEC filings of its annual reports on Form 20-F. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations of Havas
Advertising."

The 1998, 1997, 1996 and 1995 historical financial data were previously
presented in French francs and are now presented in euro. Solely for the
convenience of the reader, these historical financial data denominated in
French francs have been translated into euro using the fixed exchange rate
applicable as of January 1, 1999 ((Euro)1.00=FF6.55957) for all periods
presented. The historical financial data for December 31, 1999 have been
translated into U.S. dollars at the noon buying rate of (Euro)1.00 = $0.9135 on
August 15, 2000. See Note 2 to Havas Advertising's audited consolidated
financial statements for further information.

<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------------------------------------------------------------------------------
1999 1999 1998 1999 1998 1997 1996
---------- --------------- --------------- --------------- --------------- --------------- ---------------
U.S. GAAP French GAAP
------------------------------------------ ---------------------------------------------------------------
(in $ (unaudited) (unaudited) (unaudited) (unaudited)
thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement
Data:
Net revenues.... $1,027,121 (Euro)1,124,380 (Euro)872,767 (Euro)1,208,085 (Euro)874,407 (Euro)779,191 (Euro)665,379
Net income
(loss)
excluding
goodwill
amortization... 41,823 45,783 4,858 78,841 61,434 39,942 29,093
Net income
(loss)......... 23,043 25,225 (11,245) 56,106 45,486 24,812 15,975
Net income
(loss) per
share (1):
Basic........... 0.16 0.18 (0.09) 0.40 0.36 0.22 0.15
Diluted......... 0.15 0.16 (0.09) 0.34 0.34 0.24 0.18
Dividend per
share (1)(2)... 0.21 0.23 0.19 0.23 0.19 0.17 0.15
Balance Sheet
Data:
Current assets.. $1,160,231 (Euro)1,270,094 (Euro)1,252,146 (Euro)2,170,483 (Euro)1,406,293 (Euro)1,296,513 (Euro)1,117,384
Total assets.... 2,089,034 2,286,846 1,912,506 3,231,289 2,099,372 1,968,357 1,739,465
Financial debt
(includes long
and short
term).......... 419,306 459,010 209,909 680,691 316,922 441,341 404,448
Shareholders'
equity......... 491,198 537,710 434,412 643,097 524,873 340,806 279,642
<CAPTION>
1995
---------------
(unaudited)
<S> <C>
Income Statement
Data:
Net revenues.... (Euro)609,805
Net income
(loss)
excluding
goodwill
amortization... 23,094
Net income
(loss)......... 10,443
Net income
(loss) per
share (1):
Basic........... 0.10
Diluted......... 0.15
Dividend per
share (1)(2)... 0.13
Balance Sheet
Data:
Current assets.. (Euro)1,055,445
Total assets.... 1,641,855
Financial debt
(includes long
and short
term).......... 379,462
Shareholders'
equity......... 265,452
</TABLE>
--------
(1) Unaudited. Per share data have been adjusted for the 20 for 1 stock split
that occurred on May 26, 2000.
(2) These amounts reflect the dividend accrued for the year indicated,
including the French avoir fiscal (before deduction of any French
withholding tax). Actual payment of the annual dividend for each fiscal
year occurs following Havas Advertising's annual ordinary general
shareholders meeting in the subsequent year. For an explanation of the
French avoir fiscal, see "Taxation--French Taxation--Withholding Tax and
Avoir Fiscal" and "Taxation--Taxation of U.S. Investors--Taxation of
Dividends--Withholding Tax and Avoir Fiscal."

94
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA OF HAVAS ADVERTISING

HAVAS ADVERTISING
UNAUDITED PRO FORMA COMBINED
FINANCIAL DATA
(in (Euro) thousands except per share data)

The following unaudited pro forma condensed consolidated balance sheet as of
December 31, 1999 has been prepared as if each of the following transactions
had occurred as of December 31, 1999:

. the October 5, 1999 contribution by Havas Advertising of its media
planning and buying activities to Media Planning Group for a 45% equity
interest in Media Planning Group, and

. the contemplated acquisition of Snyder Communications for consideration
to be paid in Havas Advertising ADSs.

. the October 5, 1999 contribution by Havas Advertising of its media
planning and buying activities to Media Planning Group for a 45% equity
interest in Media Planning Group, and

. the contemplated acquisition of Snyder Communications for consideration
to be paid in Havas Advertising ADSs .

The unaudited pro forma financial information with respect to the
contribution of Havas Advertising's media planning and buying activities to
Media Planning Group has been prepared to present the pro forma condensed
consolidated income statement as if the 45% interest of Havas Advertising in
the Media Planning Group has been recorded as an equity investment since
January 1, 1999.

The unaudited pro forma financial information with respect to the
contemplated acquisition of Snyder Communications has been prepared using the
purchase method of accounting whereby the assets and liabilities of Snyder
Communications are adjusted to estimated fair market value and the excess of
the purchase price over the net fair values of tangible and identifiable
intangible assets and liabilities is recorded as goodwill. The assets and
liabilities of the Circle.com business have been adjusted to their fair values
on a pro rata basis (based on SNC's retained interest in Circle.com as of
December 31, 1999 of 16.6%) similar to the accounting for the acquisition of a
controlling, but less than 100%, interest of a business. The assets and
liabilities of the SNC business have been recorded at their estimated fair
values. The allocation is based upon preliminary estimates, which are subject
to change as additional information is obtained. Therefore, the allocations
reflected in the following unaudited pro forma financial information may differ
from the amounts ultimately determined. In calculating the Havas Advertising
pro forma information, the exchange ratio for the merger has been assumed to be
1.3017 (which reflects the exchange ratio that would have applied if the merger
had occurred on August 15, 2000).

95
<PAGE>

HAVAS ADVERTISING

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
December 31, 1999
------------------------------------------------------------------------
Snyder Snyder
Havas Advertising Communications Communications Havas Advertising
Historical Historical Pro Forma Pro Forma Balance
Balance Sheet Balance Sheet (1) Adjustments (1) Sheet
----------------- ----------------- --------------- -----------------
(in (Euro) thousands, except per share data)
<S> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents............ (Euro)270,943 (Euro)89,141 (Euro)(78,979)(2) (Euro)281,105
Receivables, net........ 786,234 215,875 -- 1,002,109
Other current assets.... 212,917 51,956 -- 264,873
------------- ------------ ------------- -------------
Total Current Assets.. 1,270,094 356,972 (78,979) 1,548,087
------------- ------------ ------------- -------------
Property and equipment,
net.................... 132,807 84,857 -- 217,664
Goodwill and other
intangibles, net....... 769,049 239,817 2,149,624 (3) 3,158,490
Other assets............ 114,896 101,273 24,225 (4) 240,394
------------- ------------ ------------- -------------
Total Assets........ 2,286,846 782,919 2,094,870 5,164,635
============= ============ ============= =============
LIABILITIES AND EQUITY
Accounts payable and
other short-term
items.................. 1,055,147 288,613 -- 1,343,760
Other current
liabilities............ 315,017 30,247 -- 345,264
------------- ------------ ------------- -------------
Total Current
Liabilities.......... 1,370,164 318,860 -- 1,689,024
------------- ------------ ------------- -------------
Long-term debt.......... 288,546 190,103 -- 478,649
Other liabilities....... 58,550 3,661 -- 62,211
------------- ------------ ------------- -------------
Total Non-Current
Liabilities.......... 347,096 193,764 -- 540,860
------------- ------------ ------------- -------------
Minority interest....... 31,876 -- 51,634 (5) 83,510

Equity:
Common stock........... 60,756 100 37,609 (6) 98,465
Additional paid-in
capital............... 489,007 528,246 1,796,064 (7) 2,813,317
Treasury stock......... (13,512) (81,604) 81,604 (8) (13,512)
Retained earnings
(deficit)............. (17,305) (171,814) 171,814 (8) (17,305)
Other equity........... 18,764 (4,633) (43,855)(9) (29,724)
------------- ------------ ------------- -------------
Total Equity.......... 537,710 270,295 2,043,236 2,851,241
------------- ------------ ------------- -------------
Total Liabilities,
Minority Interest
and Equity.......... 2,286,846 782,919 2,094,870 5,164,635
============= ============ ============= =============
</TABLE>
--------
(1) Translations of amounts from U.S. dollars into euro have been computed
based upon the closing rate of (Euro)1.00=$1.004528 as of December 31,
1999, as published by the Banque de France.
(2) The cash adjustment is comprised of the estimated cash consideration for
vested options to purchase shares of SNC common stock and other cash
transaction costs, consisting primarily of investment banking fees, legal,
accounting and other fees.
(3) The estimated total purchase price for the acquisition of Snyder
Communications, which includes the SNC business' 16.6% retained interest in
the Circle.com business, is (Euro)2,440,997 calculated below:
<TABLE>
<S> <C>
Issuance of 94,273,674 Havas Advertising ADSs using the
exchange ratio computed based on the average closing price
of Havas Advertising shares for the 20 Paris Bourse
trading day period ended August 14, 2000 ((Euro)24.05,
taking into account the 20 for 1 stock split) and the
number of shares of SNC common stock outstanding as of
August 15, 2000 (72,423,503) and valuing these shares by
averaging the Havas Advertising closing share price over
the last four days of the 20-day period ((Euro)23.76 for
the four trading days ending August 14, 2000)............. (Euro)2,239,943
Estimated cash consideration for vested options to purchase
shares of SNC common stock................................ 45,531
Estimated fair value of options to purchase shares of SNC
common stock converted into options exercisable for Havas
Advertising ADSs.......................................... 122,075
Transaction costs and other................................ 33,448
---------------
Total...................................................... (Euro)2,440,997
===============
</TABLE>

96
<PAGE>

This amount was allocated as follows:

<TABLE>
<S> <C>
Estimated fair value of SNC business' net assets.......... (Euro) 208,383
Estimated fair value of 16.6% of Circle.com business' net
assets................................................... 10,277
Deferred tax asset related to deductible cash and option
consideration included in purchase consideration......... 24,225
Unearned compensation related to unvested options to
purchase shares of SNC common stock converted into
options exercisable for Havas Advertising ADSs........... 48,488
Goodwill.................................................. 2,149,624
---------------
Total..................................................... (Euro)2,440,997
===============
</TABLE>

Goodwill of (Euro)2,149,624 represents the consideration paid in excess of
the estimated net fair values of tangible assets and identifiable
intangible assets and liabilities. The allocation is based upon preliminary
estimates, which are subject to change as additional information is
obtained. Goodwill has been allocated between the SNC and Circle.com
business units based on the relative market capitalization of SNC and
Circle.com at August 15, 2000.

The value of issued equity, purchase price and pro forma earnings per share
that will be recorded will vary with the evolution of the market price of
Havas Advertising shares. The following table demonstrates this variation,
and is based on the number of Havas Advertising shares that would have been
issued if the merger had occurred on August 15, 2000 assuming the 20-day
average closing sales prices of Havas Advertising shares on the Paris
Bourse immediately prior to that date is as indicated below. In each case,
the four-day average closing price used for calculating the value of issued
equity is assumed to equal the 20-day average closing price, except for the
"Real at August 15, 2000," where the actual four-day average closing price
of (Euro)23.76 on that date has been used.

<TABLE>
<CAPTION>
20-day average closing
price of Havas Earnings
Advertising ending on Per SNC
the trading day prior to Value of Earnings Per Share
closing issued equity Purchase price Share/ADR Equivalent
------------------------ --------------- --------------- ------------ -----------
Basic and Basic and
Diluted Diluted
<S> <C> <C> <C> <C>
Bottom of collar minus
10% ((Euro)22.19)...... (Euro)2,091,933 (Euro)2,278,700 (Euro)(0.06) (Euro)(0.08)
Real at August 15, 2000
((Euro)24.05).......... 2,239,942 2,440,997 (0.09) (0.12)
Bottom of collar
((Euro)24.65).......... 2,323,846 2,529,383 (0.10) (0.14)
Middle of collar
((Euro)29.00).......... 2,323,752 2,529,282 (0.11) (0.12)
Top of collar
((Euro)33.35).......... 2,323,783 2,529,316 (0.12) (0.11)
Top of collar plus 10%
((Euro)36.69).......... 2,556,510 2,780,879 (0.17) (0.16)
</TABLE>

For information regarding the number of Havas Advertising shares to be
issued in the merger based on varying Havas Advertising share prices and
exchange rates, see "Terms of the Merger Agreement and Related
Transactions--Merger Consideration."

(4) This amount represents the establishment of the estimated net federal and
state deferred tax asset at a combined rate of 40% related to deductible
cash and option consideration included in the purchase price.
(5) This amount represents the minority interest related to the Circle.com
common stock which will not be purchased as part of the acquisition. The
minority interest equals 83.4% of the historical cost basis of the net
assets of the Circle.com business unit at December 31, 1999. The Circle.com
business' net assets were (Euro)61,912 at December 31, 1999.

97
<PAGE>

(6) This amount represents the elimination of the par value of shares of Snyder
Communications common stock and the addition of the par value of Havas
Advertising ADSs issued in the transaction. Components of the amount are as
follows:

<TABLE>
<S> <C>
Par value of shares of Snyder Communications common stock at
December 31, 1999.......................................... (Euro)(100)
Nominal value of 94,273,674 Havas Advertising ADSs to be
issued using the exchange ratio computed based on the
average closing price of Havas Advertising shares for the
20 Paris Bourse trading day period ended August 14, 2000
((Euro)24.05, taking into account the 20 for 1 stock split)
and the number of shares of SNC common stock outstanding as
of August 15, 2000 (72,423,503) and valuing these shares by
averaging the Havas Advertising closing share price over
the last four days of the 20-day period ((Euro)23.76 for
the four trading days ending August 14, 2000).............. 37,709
------------
Total....................................................... (Euro)37,609
============
</TABLE>

(7) This amount represents the elimination of Snyder Communications additional
paid-in capital and paid-in capital related to Havas Advertising ADSs to be
issued in the transaction. Components of the amount are as follows:

<TABLE>
<S> <C>
Amount of Snyder Communications additional paid-in
capital at December 31, 1999.......................... (Euro) (528,246)
Total purchase price................................... 2,440,997
Cash component of purchase price....................... (78,979)
Par value of Havas Advertising ADSs.................... (37,709)
---------------
Total.................................................. (Euro)1,796,063
===============
</TABLE>

(8) This amount represents the elimination of shares of Snyder Communications
common stock held as treasury stock and retained deficit at December 31,
1999.
(9) This amount represents the elimination of (Euro)4,633 Snyder
Communications' other equity at December 31, 1999, and the recording of
unearned compensation related to unvested options to purchase shares of SNC
common stock converted into options exercisable for Havas Advertising ADSs
((Euro)48,488).

98
<PAGE>

HAVAS ADVERTISING

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

<TABLE>
<CAPTION>
Year ended December 31, 1999
-----------------------------------------------------------------------------------------
Havas
Advertising Media Snyder Snyder Havas
Historical Planning Pro Communications Communications Advertising Pro
Income Forma Historical Income Pro Forma Forma Income
Statement Adjustments Statement(1) Adjustments(1) Statement
--------------- ------------- ----------------- -------------- ---------------
(in (Euro) thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Net Revenues............ (Euro)1,124,380 (Euro)(47,776)(2) (Euro) 598,614 (Euro) -- (Euro)1,675,218
Compensation and other
operating expense...... (1,013,366) 43,165 (2) (522,040) (21,297)(3) (1,513,538)
Goodwill amortization... (20,558) 313 (2) (8,217) (51,838)(4) (80,300)
Other expense........... (17,442) -- (21,934) -- (39,376)
--------------- ------------- -------------- ----------- ---------------
Total operating
expenses............. (1,051,366) 43,478 (552,191) (73,135) (1,633,214)
Income (loss) from
operations............. 73,014 (4,298)(2) 46,423 (73,135) 42,004
Interest income
(expense), net......... 2,525 (2,343)(2) (2,740) -- (2,558)
Income tax provision.... (39,379) 2,897 (2) (27,653) (178)(5) (64,313)
Equity in earnings from
affiliates............. 4,580 3,635 (2) -- -- 8,215
Minority interests...... (15,515) -- -- 11,252 (6) (4,263)
--------------- ------------- -------------- ----------- ---------------
Income (loss) from
continuing operations.. 25,225 (109) 16,030 (62,061) (20,915)
Basic average number of
shares outstanding..... 138,809,700 -- -- 94,273,674 (7) 233,083,374
Diluted average number
of shares outstanding.. 169,466,280 -- -- 94,733,998 (8) 264,200,278
Basic income (loss) per
share from continuing
operations............. 0.18 (9) (0.09)
Diluted income (loss)
per share from
continuing operations.. 0.16 (9) (0.09)
</TABLE>
--------
(1) Translations of amounts from U.S. dollars into euro have been computed
based upon the average rate of (Euro)1.00=$1.066597 for the year ended
December 31, 1999, as published by the Banque de France.
(2) This amount represents the elimination in Havas Advertising's statement of
income of the subsidiaries contributed to Media Planning Group as if the
transaction occurred on January 1, 1999 and the addition of Havas
Advertising's share in Media Planning Group equity for the nine-month
period ending September 30, 1999 to the figures already recorded for Havas
Advertising's share in Media Planning Group for the three-month period
ending December 31, 1999. Media Planning Group has preliminarily allocated
the excess of purchase price over net assets acquired to customer base
(amortized over 12.5 years). Residual goodwill is amortized over 20 years.
(3) This amount represents amortization of unearned compensation related to
unvested options to purchase shares of SNC common stock converted into
options exercisable for Havas Advertising ADSs. The amortization period for
each option is based on the remaining vesting schedule.
(4) This amount represents incremental goodwill amortization as follows:
<TABLE>
<S> <C>
Elimination of historical SNC goodwill amortization for the
year ended December 31, 1999.............................. (Euro)(4,695)
Elimination of 16.6% of historical Circle.com goodwill
amortization for the year ended December 31, 1999......... (584)
Goodwill amortization for excess purchase price allocated
to SNC.................................................... 53,857
Goodwill amortization for excess purchase price allocated
16.6% retained interest in Circle.com..................... 3,260
------------
Total...................................................... (Euro)51,838
============
</TABLE>
Goodwill allocated to the SNC business unit is to be amortized using the
straight-line method over 40 years. Goodwill allocated to the Circle.com
business unit is to be amortized using the straight-line method over seven
years. The allocation of the purchase price is preliminary. Therefore, the
amount and life of

99
<PAGE>

goodwill are subject to change as additional information is obtained and
the purchase price allocation is finalized.
(5) This amount represents the income tax effect of the elimination of certain
deductible goodwill amortization at a combined federal and state income tax
rate of 40%.
(6) This amount represents 83.4% of the Circle.com business unit's net loss
attributable to minority shareholders. The Circle.com business unit's net
loss was (Euro)13,492 for the year ended December 31, 1999.
(7) This amount represents the number of ADSs to be issued by Havas Advertising
computed using the exchange ratio calculated as if the merger had occurred
on August 15, 2000 (1.3017) multiplied by the number of shares of SNC
common stock outstanding as of August 15, 2000 in order to determine the
number of Havas Advertising ADSs issued.
(8) This amount represents the number of Havas Advertising ADSs to be issued by
Havas Advertising using the exchange ratio as described in note (7) plus
the dilutive effect of options to purchase shares of SNC common stock that
are to be converted into options exercisable for Havas Advertising ADSs
(460,324 Havas Advertising ADSs).
(9) The earnings per share have been computed giving effect to Havas
Advertising's 20 for 1 stock split that occurred on May 26, 2000.

100
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF HAVAS ADVERTISING

On January 1, 1999, the euro was introduced as the common legal currency of
the 11 member states of the European Economic and Monetary Union, including
France. Havas Advertising adopted the euro as its reporting currency and
restated its consolidated financial statements in euro for prior years based on
the fixed exchange rate between French francs and the euro applicable as of
January 1, 1999 ((Euro)1.00 = FF6.55957). Although Havas Advertising's
consolidated financial statements depict the same trends as would have been
shown had they been presented in French francs, they may not be directly
comparable to the consolidated financial statements of other companies that
have also been restated in euro. Prior to the adoption of the euro, the
currencies of other countries fluctuated against the French franc, but because
the euro did not exist prior to January 1, 1999, historical exchange rates for
the euro are not available. Consequently, comparison of Havas Advertising's
consolidated financial statements and those of another company that had
historically used a reporting currency other than the French franc that takes
into account actual fluctuations in exchange rates could give a much different
impression than a comparison of Havas Advertising's consolidated financial
statements and those of another company translated into euro. For further
information, see "Exchange Rate Information" and Note 2 to Havas Advertising's
consolidated financial statements.

The following discussion of Havas Advertising's results of operations and
financial condition should be read together with its 1998 and 1999 consolidated
financial statements and the accompanying notes. These financial statements and
notes are included elsewhere in this proxy statement/prospectus. Havas
Advertising has traditionally prepared its financial statements in accordance
with French GAAP, and its 1998 and 1999 financial statement were originally
prepared using French GAAP principles. In order to facilitate comparison with
other groups in the advertising industry, the financial statements of Havas
Advertising included in this document have been restated using U.S. GAAP. In
the future, Havas Advertising intends to continue to prepare annual financial
statements in accordance with U.S. GAAP. Interim financial statements will
continue to be prepared in accordance with French GAAP.

Readers should also consider the financial statements of Media Planning,
S.A., the Spanish group with which Havas Advertising combined its media
planning and buying businesses in 1999. The consolidated financial statements
of Media Planning, S.A. for the year 1998 and the nine months ended September
30, 1999 are included elsewhere in this proxy statement/prospectus.

Overview

Havas Advertising's results of operations in 1998 and 1999 have been marked
by three principal factors:

. the rapid pursuit by Havas Advertising of its strategic acquisition
plan, which in 1998 and 1999 resulted in a large number of acquisitions
in North America, Europe, South America and the Asia-Pacific region,
with a particular emphasis on acquisitions in the marketing services and
media services sectors

. strong organic growth driven by the development of Havas Advertising's
main international brands, and the expansion of its activity with
clients in the high-growth telecommunications, Internet and healthcare
sectors and

. the combination of Havas Advertising's media planning and buying
businesses with those of the Spanish company Media Planning, S.A., to
create the new "Media Planning Group."

On February 20, 2000, Havas Advertising and Snyder Communications entered
into the merger agreement providing for the merger of a subsidiary of Havas
Advertising into Snyder Communications. When completed, the merger will have a
significant impact on the results of operations and financial position of Havas
Advertising for 2000 and subsequent years. This Management's Discussion and
Analysis discusses only the

101
<PAGE>

historical results of Havas Advertising for the periods presented, and does not
discuss the potential impact of the merger on subsequent periods. For a pro
forma presentation of Havas Advertising's results of operations and financial
position, presented as though the merger had been completed on January 1, 2000,
see "Unaudited Pro Forma Condensed Consolidated Financial Data of Havas
Advertising."

Financial Highlights (French GAAP)

The following information is based on Havas Advertising's French GAAP
accounts or its management accounts. It is not comparable to Havas
Advertising's U.S. GAAP financial information presented elsewhere throughout
this proxy statement/prospectus. As a French company, Havas Advertising
measures its financial performance under French GAAP and will continue to
report and communicate to the financial markets on the basis of French GAAP.
Havas Advertising's management accounts are internal accounts prepared by each
Havas Advertising agency to track its financial performance and are not
maintained in accordance with French GAAP.

Three Months Ended March 31, 2000 and Six Months Ended June 30, 2000. Based
on Havas Advertising's French GAAP accounts, Havas Advertising reported to the
financial markets in France and to the COB that its gross income under French
GAAP (including 100% of the gross income from Media Planning Group) for (A) the
first three months of 2000 compared to the first three months of 1999 and (B)
the first six months of 2000 compared to the first six months of 1999,
increased by the following percentages:

<TABLE>
<CAPTION>
Growth in Growth in
Three Months Ended Six Months Ended
March 31, 2000 June 30, 2000
------------------ ----------------
<S> <C> <C>
Total 39.5% 38.8%
Excluding the effects of acquisitions 20.4% 20.6%
Excluding the effects of acquisitions and
currency fluctuations 12.2% 12.9%
</TABLE>

Havas Advertising estimates that net new billings (including 100% of Media
Planning Group's net new billings) on an annualized basis totaled (Euro)1,045
million for the first three months of 2000 and (Euro)1,338 million for the
first six months of 2000. Net new billings are a common industry measure of new
business wins and are calculated based on management estimates of the total
advertising budgets over 12 months of all new business won during the period,
less the estimated amount of the total advertising budgets over 12 months of
all business lost during the period. The calculation of the "total advertising
budget" for a project includes both the estimated fees and commissions of Havas
Advertising and the estimated amount of all advertising and other products and
services to be purchased by or on behalf of the client. For example, if
management estimates that the fees and commissions over 12 months for a new
advertising campaign won from a client will be (Euro)1.5 million, and that the
media space and other advertising products and services to be purchased by or
on behalf of the client in connection with that advertising campaign will be
(Euro)8.5 million, then the total advertising budget over 12 months for the new
business would be equal to (Euro)10.0 million.

Year Ended December 31, 1999. In 1999, Havas Advertising's earnings before
interest, income taxes and amortization (EBITA) under French GAAP was
approximately (Euro)150.9 million and EBITA margin (EBITA/gross income, or
EBITA/GI) was approximately 12.5%. Havas Advertising has included this EBITA
and EBITA/GI data because they are measures commonly used in the industry.
EBITA is not a measure of financial performance under French GAAP or U.S. GAAP
and should not be considered an alternative to net income as a measure of
performance or to cash flows as a measure of liquidity.

Based on managment accounts (including 100% of the 1999 gross income of Media
Planning Group as from January 1, 1999 and full year gross income from all
acquisitions as if each had occurred on January 1, 1999), Havas Advertising
estimates that in 1999 55% of its pro forma gross income was derived from
traditional advertising activities and 45% of its pro forma gross income was
derived from non-traditional advertising activities, such as marketing services
and public relations.

102
<PAGE>

The following table is based on management accounts and shows by geographic
region the growth in Havas Advertising's 1999 gross income compared to 1998
gross income as reported by Havas Advertising to the financial markets in
France and to the COB:

Growth of 1999 Gross Income by Geographic Region:

<TABLE>
<S> <C>
Europe (1) +34.6%
of which: France + 8.1%
Great Britain +49.4%
North America +39.1%
Asia Pacific +48.1%
Latin America +78.0%
</TABLE>

(1) Calculation includes 100% of the 1999 gross income of Media Planning
Group as from January 1, 1999.

The following table is based on management accounts and shows by business
activity the estimated growth in Havas Advertising's 1999 gross income compared
to 1998 gross income:

Estimated Growth of 1999 Gross Income by Business Activity:

<TABLE>
<S> <C>
Traditional Advertising + 14.9%
Marketing Services + 51.6%
Public Relations +101.1%
Healthcare + 73.3%
Media (1) + 75.9%
</TABLE>

(1) Calculation includes 100% of the 1999 gross income of Media Planning
Group as from January 1, 1999.

Based on management accounts, Havas Advertising estimates that net new
billings (including 100% of Media Planning Group net new billings) on an
annualized basis for 1999 totaled (Euro)1,216 million. For a description of net
new billings, see "--Financial Highlights (French GAAP)--Six Months Ended June
30, 2000."

Strategic Acquisition Plan

One of the key elements of Havas Advertising's business strategy is the
expansion into new and specialized markets with high growth potential, such as
marketing services and media services. Since late 1998, this strategy has been
actively pursued through selective acquisitions of agencies that meet Havas
Advertising's financial criteria and creative assessments. Havas Advertising
generally requires all acquisitions to meet the following minimum financial
criteria:

. expected internal rate of return in excess of 15% over 10 years

. expected pay back period, calculated as the number of years necessary to
recover the investment amount from free cash flow of the acquired
business, of seven years or less

. expected return on capital employed, calculated by dividing earnings
before interest and taxes by the investment amount, in excess of 11%

. expected immediate positive earnings impact on Havas Advertising's
consolidated financial statements after goodwill amortization, based on
a 20-year amortization period, and interest costs on the investment
amount

103
<PAGE>

Havas Advertising also generally requires that the creative work product of
all acquisitions be carefully reviewed by management to determine whether it
meets Havas Advertising's quality, innovation and creativity standards. This
assessment is typically based on available objective factors, like advertising
awards won, and a subjective review and analysis of the technical and artistic
quality, creativity and innovation of the work product.

Acquisitions have also been made to extend the geographic reach of Havas
Advertising's networks. In late 1998 and in 1999, the pursuit of this strategy
resulted in a large number of acquisitions around the world. In 1998, Havas
Advertising acquired more than 20 companies. In 1999, Havas Advertising
acquired more than 40 companies.

The following information is based on Havas Advertising's French GAAP and
management accounts. It is not comparable to Havas Advertising's U.S. GAAP
financial information presented elsewhere throughout this proxy
statement/prospectus.

The following tables are based on management accounts and show the estimated
breakdown by geographic region and division of the pro forma gross income of
Havas Advertising's 1999 acquisitions, calculated as if each acquisition had
occurred on January 1, 1999:

Estimated Geographic Breakdown of Pro Forma Gross Income of 1999 Acquisitions:

<TABLE>
<S> <C>
Europe (1) 62%
North America 23%
Asia Pacific 4%
Latin America 10%

(1)Includes 100% of the 1999 gross income of Media Planning Group as from
January 1, 1999.

Estimated Divisional Breakdown of Pro Forma Gross Income of 1999 Acquisitions:

EURO RSCG Worldwide 48%
Campus 4%
Media Planning Group (1) 25%
Diversified Agencies Group 23%
</TABLE>

(1)Includes 100% of the 1999 gross income of Media Planning Group as from
January 1, 1999.

Financial Impact of Acquisitions. In 1998 and 1999, the total consideration
paid by Havas Advertising for the companies Havas Advertising acquired was
approximately (Euro)40.9 million and (Euro)255.4 million, respectively, and the
total amount of goodwill acquired was approximately (Euro)38.6 million and
(Euro)263.7 million, respectively. The total contribution of acquired
businesses to Havas Advertising's revenues was (Euro)48.8 million in 1998 and
(Euro)137.0 million in 1999. Of this amount, Havas Advertising's management
estimates that more than 70% was derived from companies specialized in
marketing services and media services, reflecting Havas Advertising's strategic
focus on these activities.

Principal Acquisitions. Most of the financial impact of Havas Advertising's
1999 acquisitions was attributable to the following principal acquisitions from
unaffiliated third parties:

. In the United States, Havas Advertising acquired all of the assets of
Jordan McGrath Case & Partners Inc., a U.S. company specialized in
advertising and healthcare communications, on January 1, 1999. Jordan
McGrath has been fully consolidated by Havas Advertising since January
1, 1999. The total consideration to be paid by Havas Advertising for the
Jordan McGrath acquisition will be based on

104
<PAGE>

the cumulative profits before taxes of Jordan McGrath from 1999 through
2001. The consideration was structured as an initial cash payment of
(Euro)44.1 million on January 1, 1999, with possible earn out payments
in 2000, based on profits before taxes in 1999, and in 2002, based on
profits before taxes in 2000 and 2001. Havas Advertising made a cash
earn out payment of approximately (Euro)15.5 million in April 2000 based
on the 1999 financial performance of Jordan McGrath. Havas Advertising
also acquired all of the assets of Devon Direct Marketing and
Advertising, Inc., a U.S. company specialized in marketing services, on
September 27, 1999. Devon Direct has been fully consolidated by Havas
Advertising since July 1, 1999. The total consideration paid by Havas
Advertising for the Devon Direct acquisition will be based on the profit
before taxes of Devon Direct for the years 1999 through 2002. The
consideration was structured as an initial cash payment of (Euro)44.4
million on September 27, 1999, with possible earn out payments in 2001,
2002 and 2003 based on profit before taxes for the preceding fiscal
years. Goodwill from the Jordan McGrath acquisition was (Euro)45.1
million, and from the Devon Direct acquisition was (Euro)41.8 million,
each of which will be amortized over 40 years. These acquisitions
contributed (Euro)53.1 million to Havas Advertising's 1999 revenues.

. In Europe, Havas Advertising acquired all of the outstanding shares of
Lopex Plc, a U.K.-based marketing services and public relations firm,
following a public tender offer in cash of 120 pence per share, valuing
Lopex at approximately (Euro)100 million. Havas Advertising's cash
tender offer price represented a 20% premium above a competing tender
offer, and a 27% premium over the closing share price of Lopex plc on
the day before the offer. This tender offer price was established based
on Havas Advertising's estimate of the minimum price necessary to win
the bidding contest for Lopex and its determination that Lopex would
meet Havas Advertising's minimum financial criteria for acquisitions at
that price. This acquisition was accounted for as a purchase as of July
1, 1999. The total purchase price paid by Havas Advertising, including
acquisition costs, was approximately (Euro)110.8 million. Goodwill from
this acquisition was (Euro)120.5 million, which will be amortized over
40 years. Lopex contributed (Euro)35.1 million to Havas Advertising's
1999 revenues.

. In addition, Havas Advertising completed approximately 40 small and
medium-sized acquisitions in the United States, Europe, Asia and Latin
America, most of them in marketing services. Total cash consideration
for these acquisitions was (Euro)56.1 million, resulting in (Euro)56.4
million of goodwill that will be amortized over 40 years. These
acquisitions contributed (Euro)47.5 million to Havas Advertising's 1999
revenues.

Most of the financial impact of Havas Advertising's 1998 acquisitions was
attributable to over 20 small and medium-sized acquisitions in the United
States, Canada, Europe, Pacific and Latin America, primarily in the general
advertising and marketing services sectors. Total cash consideration for these
acquisitions was (Euro)40.9 million, resulting in (Euro)38.6 million of
goodwill. These acquisitions contributed (Euro)48.8 million to Havas
Advertising's 1998 revenues.

Increase of Compensation Expenses under U.S. GAAP. Havas Advertising
believes that intangible assets constitute an essential part of the "value" of
most acquired businesses in the advertising industry and that these assets are
by definition difficult to evaluate. Consequently, Havas Advertising believes
that it is important to link the acquisition price that it pays to the actual
post-acquisition performance of the business. To address this issue, the
agreements entered into by Havas Advertising for the acquisition of agencies
have typically included "earn out" and "buy out" clauses. Under these clauses
a portion of the acquisition price is paid out over time to the sellers, in
amounts that vary based on the financial performance of the acquired business.

Earn out clauses have generally been used in situations in which Havas
Advertising has acquired all or a fixed portion of a company, with an initial
payment to the sellers being made at the time of acquisition and a subsequent
"earn out" payment being made at the end of an agreed upon term of three to
five years. The amount of the earn out payment generally varies on the basis
of a multiple of some measure of the financial performance of the acquired
business during the period following the acquisition. Buy out clauses have
generally been used in situations in which Havas Advertising has acquired less
than all of the shares of a company. In these cases, the buy out clause allows
or obliges Havas Advertising to purchase additional shares

105
<PAGE>

at a price based on a multiple of some measure of the financial performance of
the acquired business. The multiple generally increases over time, until the
end of an agreed upon period, typically of five years. Until recently, Havas
Advertising has generally conditioned earn out and buy out payment obligations
on the continued employment of the seller.

Under U.S. GAAP, the portion of an earn out or buy out payment that is deemed
to be conditioned upon the continued employment of the seller must be accrued
as a compensation expense over the term of the earn out or buy out clause, as
applicable. Under French GAAP as applied by Havas Advertising, earn out and buy
out payments were accounted for by Havas Advertising as goodwill resulting from
the purchase price of the acquired business. Consequently, when Havas
Advertising restated its financial statements in U.S. GAAP, the cost of most of
these earn out payments was required to be recharacterized as a compensation
expense during the period of payment. These expenses under U.S. GAAP totalled
(Euro)6.7 million and (Euro)17.4 million in 1998 and 1999, respectively. At
December 31, 1999, total accruals for earn out and buy out payments were
(Euro)29.8 million. On the basis of financial performance in 1999, Havas
Advertising estimates that the payments it will be required to make under the
earn out and buy out clauses that it had entered into on or prior to December
31, 1999 would total (Euro)63.5 million. Actual expense could be higher or
lower, depending upon the actual financial performance of these acquired
businesses.

At the time that Havas Advertising entered into the acquisition agreements
containing these earn out or buy out clauses, the restatement of its financial
statements in U.S. GAAP was not contemplated. Accordingly, Havas Advertising
negotiated its earn out and buy out clauses in accordance with standard
European and international market practices, without regard to the U.S. GAAP
treatment of earn out and buy out clauses. Now that Havas Advertising intends
to publish accounts in U.S. GAAP, Havas Advertising's management expects that
U.S. GAAP consequences will be taken into consideration in the negotiation of
the terms of future acquisitions, with the objective of clearly differentiating
purchase price from compensation while achieving its objective of linking the
price paid for an acquired business to the actual post-acquisition performance
of that business, without conditioning such price on the continued employment
of the seller.

Creation of Media Planning Group

Media planning and buying services have traditionally been offered by most
advertising agencies as a complement to other advertising services. In the
complexity of today's market, Havas Advertising believes that media planning
and buying are of tremendous importance to advertisers and should be offered as
separate services. Havas Advertising believes that media planning and buying
offer high growth potential for those groups capable of providing specialized
media services to their clients.

Accordingly, in March 1999 Havas Advertising and the shareholders of Media
Planning, S.A., a Spanish media group, entered into an agreement to combine
their respective media planning and buying activities to create "Media Planning
Group." The business combination transaction was completed on October 5, 1999,
as an exchange of similar assets, when Havas Advertising contributed its media
planning and buying businesses in France, the United Kingdom, Spain, Italy, the
Netherlands and the United States to Media Planning Group, a Spanish joint
venture company. At the same time, the shareholders of Media Planning, S.A.
contributed to the joint venture the media planning and buying businesses of
Media Planning, S.A. in Spain, Portugal and Latin America. The aggregate fair
value of the businesses and other assets contributed to Media Planning Group by
Havas Advertising and Media Planning, S.A. were (Euro)140.3 million and
(Euro)171.5 million, respectively. The valuations of the businesses contributed
by Havas Advertising and Media Planning, S.A. were generally based on the
product of earnings before interest, taxes, depreciation and amortization for
the applicable business and a valuation multiple which applied to both Havas
Advertising's and Media Planning, S.A.'s contributions to Media Planning Group.
Havas Advertising will be required to make additional contributions based on
the failure of its contributed businesses to retain clients and associated
value following the transaction. The liability for these additional
contributions by Havas Advertising is expected to be approximately (Euro)8.0
million. Other than these additional contributions to be made by Havas
Advertising, there are no material adjustments to the purchase price for Havas
Advertising's and Media Planning, S.A.'s contributions to Media Planning Group,
either based on economic performance of the contributed businesses or
otherwise.

106
<PAGE>

To facilitate its future growth, Media Planning Group has a right to acquire
any of the remaining media planning and buying assets of Havas Advertising and
any media planning and buying assets acquired in the future. In the event that
this right is exercised, the price to be paid by Media Planning Group is to be
agreed upon by the parties or referred to an independent expert.

In exchange for their respective contributions, the shareholders of Media
Planning, S.A received an aggregate of 55% of the shares of Media Planning
Group, and Havas Advertising received the remaining 45%. Havas Advertising is
the largest single shareholder of Media Planning Group.

Havas Advertising and the other shareholders of Media Planning Group entered
into a shareholders agreement to govern the management of Media Planning Group.
Under the shareholders agreement, any transfer of shares of Media Planning
Group by a shareholder is subject to a preemptive right of the other
shareholders at the price offered by the third party. If the proposed
transferee is a competitor of Havas Advertising, and the proposed transfer
would result in the competitor holding more than 50% of the shares or voting
rights of Media Planning Group, Havas Advertising may exercise an additional
preemptive right allowing Havas Advertising to purchase an amount of Media
Planning Group shares necessary to give it 51% of all Media Planning Group
shares and voting rights. The shareholders agreement also provides for the
unwinding of Media Planning Group, in which the business, assets and
liabilities of Media Planning Group will be allocated among the shareholders of
Media Planning Group, if:

. one or more shareholders of Media Planning Group, representing more than
25% of the share capital of Media Planning Group, request the unwinding
in the event of a material disagreement among the shareholders which
could reasonably result in substantial damage to the interests of one or
more shareholders

. Havas Advertising requests the unwinding under circumstances where, for
any reason not attributable to Havas Advertising, it is unable to
continue consolidating Media Planning Group's accounts with its own
accounts under French GAAP

. Havas Advertising requests the unwinding under circumstances where Media
Planning Group does not elect to acquire the media planning and buying
assets from a company acquired by Havas Advertising that has gross
income from media activities not higher than 25% of its total gross
income or

. all of the shareholders other than Havas Advertising, by unanimous
decision, request the unwinding under circumstances involving a change
of control of Havas Advertising.

The merger transaction between Havas Advertising and Snyder Communications will
not constitute a change of control of Havas Advertising under the shareholders
agreement. The shareholders agreement will expire on October 5, 2007.

Havas Advertising and the other shareholders of Media Planning Group also
entered into a put option agreement. Under the put option agreement, the other
shareholders of Media Planning Group have the right to put their shares of
Media Planning Group to Havas Advertising, for a purchase price equal to the
market price of the shares plus an additional 20%. In the event of exercise of
the put option under circumstances involving a change of control of Havas
Advertising or the sale of EURO RSCG Worldwide, Havas Advertising will be
obligated to pay a purchase price equal to the market price of the shares plus
30%. The put option is generally exercisable during the period of July 1 to
September 30 inclusive of the year 2001 and during the period of April 1 to
June 30 inclusive of the years 2002 through 2007. See Note 7 to the
consolidated financial statements of Havas Advertising included elsewhere in
this proxy statement/prospectus for additional information about these events
and the pricing of the put.

Under U.S. GAAP, the businesses contributed by Havas Advertising have been
fully consolidated by Havas Advertising for the first nine months of 1999, and
the 45% interest in Media Planning Group has been accounted for using the
equity method for the last three months of 1999. However, under French GAAP,
Havas

107
<PAGE>

Advertising fully consolidated Media Planning Group for the full year 1999.
This difference in accounting treatment has resulted in a reduction of
(Euro)35.9 million in consolidated revenues between Havas Advertising's U.S.
GAAP and French GAAP financial statements for 1999. Due primarily to this
difference in accounting treatment, Havas Advertising's consolidated revenues
for 1999 under U.S. GAAP were (Euro)1,124.4 million and under French GAAP were
(Euro)1,208.1 million, representing a 6.9% reduction in revenues for 1999 under
U.S. GAAP. Under current French GAAP, Media Planning Group would continue to be
fully consolidated in the future, and under current U.S. GAAP, Media Planning
Group would continue to be accounted for in the future using the equity method.
This difference in method of consolidation can be expected in the future to
result in significant differences in consolidated revenues, although not in net
income.

In the first nine months of 1999, the media planning and buying businesses
that were contributed by Havas Advertising to Media Planning Group had
consolidated revenues of (Euro)48.2 million. In the last three months of 1999,
Media Planning Group had a net income under U.S. GAAP of (Euro)10.0 million, of
which 45% or (Euro)5.0 million (after amortization of negative goodwill in the
amount of (Euro)(0.5) million) was included by Havas Advertising in its
consolidated statement of income using the equity method. On a pro forma basis
assuming that Media Planning Group had been created on January 1, 1999, its
total revenues would have been (Euro)139.9 million, and its net income would
have been (Euro)15.3 million, of which 45% or (Euro)8.7 million (after
amortization of negative goodwill of (Euro)(1.8) million) would have been
included in Havas Advertising's net income. The fourth quarter net income of
Media Planning Group is more than five times the average of the first three
quarters, which reflects the ordinary seasonality of purchases of media space
as a result of commercial preparations for fourth quarter holidays and other
year-end festivities.

Impact of Changes in Foreign Currency Exchange Rates and Interest Rates

Foreign Currency Exchange Rates. In 1999, Havas Advertising had operations in
over 65 countries. The geographic diversity of Havas Advertising's operations
is reflected in the diversity of the currencies that make up its results of
operations. In 1999, 58.7% of Havas Advertising's revenues were realized in
currencies other than the euro, including notably 30.4% realized in U.S.
dollars and 15.6% realized in British pounds (these figures are presented on a
pro forma basis, assuming the full consolidation of Media Planning Group for
the full year).

The majority of Havas Advertising's subsidiaries carry out businesses which
are essentially local, with almost all of their revenues received in local
currency and almost all of their costs incurred in local currency. For those
subsidiaries that are involved in more international businesses, non-local
currency expenses are generally billed to the clients for whom those expenses
are incurred on a basis which protects the subsidiary from currency exchange
rate fluctuations between the time that it incurs the expenses and the time
that it receives payment from the client. In addition, most of the acquisitions
by Havas Advertising in the United States and the United Kingdom have been
funded through local borrowings, resulting in financial expenses and repayment
obligations in the same local currency. For these reasons, Havas Advertising's
exposure to losses resulting from mismatches between the currencies in which it
receives revenues and the currencies in which it incurs costs tends to be
limited. Because these mismatches tend to be limited, Havas Advertising does
not systematically hedge its exposure to foreign currencies and at December 31,
1999 had no significant foreign currency hedges, with the exception of a
currency and interest rate swap arrangement entered into with respect to a $30
million collateral deposit made by Havas Advertising used to secure a borrowing
in the same amount made by a U.S. subsidiary. For a discussion of the terms of
this arrangement and for a discussion of the valuation of this arrangement and
Havas Advertising's other financial instruments, see Notes 8 and 17 to the
consolidated financial statements of Havas Advertising included elsewhere in
this proxy statement/prospectus. However, no assurance can be given that Havas
Advertising will be able to avoid mismatches in the future and that any
mismatches will not be costly.

Because of the geographic diversity of Havas Advertising's operations, its
subsidiaries record their revenues, expenses, assets and liabilities in a
number of different currencies. When Havas Advertising prepares

108
<PAGE>

its consolidated financial statements, the value of these different revenues,
expenses, assets and liabilities is translated into euro. Fluctuations in the
value of the euro will have an impact on the value of these revenues, expenses,
assets and liabilities reflected in Havas Advertising's financial statements.
For this reason, changes in foreign currency exchange rates can have a
significant impact on Havas Advertising's results of operations and financial
position when expressed in euro. This is particularly true with respect to
changes in U.S. dollar/euro exchange rate and the British pound/euro exchange
rate.

Interest Rates. In the course of its operations, Havas Advertising is exposed
to interest rate changes, primarily as a result of its credit facilities used
to finance its investment activity and to maintain financial liquidity. Havas
Advertising borrows at both fixed and variable rates. At December 31, 1999,
Havas Advertising had (Euro)118.6 million outstanding long-term borrowings
(including current maturities) comprised principally of

. (Euro)2.7 million in Deutsche mark denominated bank loans, at fixed
rates ranging from 4.1% to 4.2%, due 2000 to 2002,

. (Euro)112.2 million in U.S. dollar denominated bank loans, primarily at
variable rates ranging from 5.6% to 6.6%, due 2000 to 2006,

. approximately (Euro)404,000 in British pound denominated bank loans,
primarily at variable rates ranging from 8.3% to 11.0%, due 2000 to
2002, and

. (Euro)3.3 million in other borrowings (including (Euro)3.2 million at
fixed rates and (Euro)107,000 at variable rates).

Havas Advertising generally does not hedge its interest rate exposure, with
the exception of the currency and interest rate swap arrangement described
above. Based on approximately (Euro)112.7 million of outstanding long-term
borrowings at variable rates as of December 31, 1999, the impact on pre-tax
earnings resulting from a one-percentage point increase or decrease in interest
rates would be approximately (Euro)1.1 million, holding other variables
constant. See Notes 8 and 17 to Havas Advertising's consolidated financial
statements included elsewhere in this proxy statement/prospectus.

Explanation of Key Line Items

Net Revenues. Havas Advertising's revenues consist of fees and commissions
received from its clients. Revenues are presented net of amounts that Havas
Advertising's clients pay to it to cover costs that are incurred on their
behalf with third parties, such as for the purchase of television, radio or
print advertising space.

Compensation Cost. Havas Advertising's compensation cost consists principally
of salaries, bonuses and benefits to employees. Compensation cost does not
include payments made under earn out or buy out clauses to employees who were
stockholders of businesses acquired by Havas Advertising. These costs are
accounted for as "Compensation to former stockholders of subsidiaries."
Compensation cost does include all other compensation paid or payable to such
individuals.

Compensation to Former Stockholders of Subsidiaries. This item consists of
earn out and buy out payments made or accrued to employees who were
stockholders of businesses acquired by Havas Advertising and conditioned on the
continued employment of those employees.

Amortization of Goodwill. This item consists of the amortization over a fixed
period (generally 40 years) of the excess of acquisition costs over the fair
value of the assets acquired and liabilities assumed. Havas Advertising
presents this item separately on its income statement to facilitate the
analysis of its earnings before amortization.

109
<PAGE>

Results of Operations

1999 Compared to 1998

Net Revenues. Havas Advertising's net revenues for 1999 were (Euro)1,124.4
million, representing an increase of 28.8% as compared to net revenues of
(Euro)872.8 million in 1998. Management estimates that (Euro)137.0 million of
this increase was driven by acquisitions during 1999, and that (Euro)117.4
million of this increase was driven by internal growth in revenues of Havas
Advertising's existing businesses, excluding the effects of currency
fluctuations and excluding revenues from businesses sold or otherwise disposed
of in 1999.
Havas Advertising's revenues in 1999 were also positively impacted by the
increase in the value of the U.S. dollar during the course of 1999, which had
the effect of increasing the value in euro of Havas Advertising's U.S. dollar-
denominated revenues by (Euro)11.4 million.

Havas Advertising's internal growth reflected a number of positive
developments in Havas Advertising's business and in Havas Advertising's
markets:

. As a general matter, all of Havas Advertising's activities in 1998 and
in 1999 benefitted from increases in advertising budgets worldwide,
reflecting the favorable economic conditions prevailing in most of Havas
Advertising's major geographic markets.

. In 1999, Havas Advertising gained a number of major new client accounts,
including Air France, Telefonica, Novartis and Microsoft Europe by EURO
RSCG Worldwide, Alcatel and Dreamcast by Campus, and Liberty Surf,
Virgin Net, Virgin Atlantic and Sky TV by Diversified Agencies Group.
Havas Advertising did not lose any clients in 1999 that had accounted
for a significant portion of Havas Advertising's revenues in the prior
year.

. Havas Advertising's strategy has been to pursue new business from
clients in growth industries. In 1999, Havas Advertising derived an
increasingly larger portion of Havas Advertising's revenues from clients
in high growth businesses such as telecommunications, technology,
financial services, media and healthcare. Havas Advertising also has a
large number of "dot com" clients. In 1999, Havas Advertising estimates
on the basis of its unaudited management accounts that customers in
these industries accounted for approximately 53.0% of its total revenues
as compared to approximately 49.0% in 1998.

. There has been a tremendous growth in demand for interactive services.
For example, Universal McCann estimates that U.S. expenditures on
interactive services increased by 75% in 1999. Havas Advertising places
great strategic importance on these activities and, in 1998 and 1999,
focused on developing its ability to provide interactive services,
primarily through strategic acquisitions. In February 2000, Adweek named
EURO RSCG Worldwide among the top ten agencies in the world for such
services, based on projected 1999 revenues.

For a discussion of Havas Advertising's external growth activities in 1999
and 1998, see "--Strategic Acquisition Plan" above.

Geographic Breakdown of Revenues. The following table sets forth a geographic
breakdown of Havas Advertising's revenues expressed as a percentage of total
revenues for 1998 and 1999 on an actual basis, and on a pro forma basis for
1999 giving effect to the creation of Media Planning Group as of January 1,
1999 and

110
<PAGE>

assuming that Media Planning Group had been fully consolidated for the entire
year. In preparing this table, Havas Advertising has allocated revenues to the
country or region of the subsidiary realizing the revenues:

<TABLE>
<CAPTION>
1999 Pro Forma
to Fully Consolidate
Region 1998 1999 Media Planning Group
------ ---- ---- --------------------
<S> <C> <C> <C>
France................................... 30.4% 25.9% 25.1%
Rest of Europe........................... 30.0% 31.5% 34.4%
North America............................ 30.8% 33.4% 30.8%
Asia Pacific............................. 4.9% 5.4% 4.9%
Latin America............................ 3.9% 3.8% 4.8%
</TABLE>

In 1999 as in 1998, the United States, France and the rest of Europe remained
Havas Advertising's most important regions in terms of revenues. The
substantial increase in revenues derived from the U.S. and the rest of Europe
as compared to France was primarily attributable to an increase in U.S.
revenues of (Euro)100.8 million and an increase in U.K. revenues of (Euro)61.5
million.

Compensation Cost and Stock Based Compensation. Compensation cost and stock
based compensation in 1999 was (Euro)664.0 million, representing an increase of
23.0% as compared to compensation cost and stock based compensation of
(Euro)539.7 million in 1998. (Euro)74.1 million of this increase reflected new
businesses acquired and (Euro)50.2 million of this increase reflected an
increase in work volume in Havas Advertising's existing businesses. As a
percentage of revenues, compensation cost and stock based compensation
decreased from 61.7% in 1998 to 59.0% in 1999. Havas Advertising believes this
decrease was primarily attributable to the above-average operating efficiency
of a number of the new businesses acquired in 1999, which in the aggregate had
compensation cost and stock based compensation representing 54% of revenues for
1999, and to increased productivity in Havas Advertising's existing businesses,
which in the aggregate had compensation cost and stock based compensation
representing 59.7% of revenues.

General and Administrative Non-Payroll Costs. General and administrative non-
payroll costs in 1999 were (Euro)349.4 million, representing an increase of
29.2% as compared to general and administrative non-payroll costs of
(Euro)270.4 million in 1998. (Euro)41.2 million of this increase reflected the
cost of integrating newly-acquired businesses and (Euro)37.8 million of this
increase reflected the overall increase in Havas Advertising's billings in its
existing businesses in 1999. Expressed as a percentage of total revenues,
general and administrative non-payroll costs were stable at 31.0% in both 1999
and 1998.

Compensation to Former Stockholders of Subsidiaries. Compensation to former
stockholders of subsidiaries in 1999 was (Euro)17.4 million, as compared to
(Euro)6.7 million in 1998, representing an increase of 159.7%. This increase
was principally attributable to the substantial acceleration in 1999 of
acquisitions made under Havas Advertising's strategic acquisition plan.
(Euro)5.6 million of this increase resulted from new acquisitions in 1999.
Under French GAAP, this compensation was allocated directly to goodwill with an
impact on Havas Advertising's operating income spread over the goodwill
amortization period.

Amortization of Goodwill. Amortization of goodwill in 1999 was (Euro)20.6
million, as compared to amortization of goodwill of (Euro)16.1 million in 1998,
representing an increase of 28%. This increase was attributable to the large
number of acquisitions made in 1999 under Havas Advertising's strategic
acquisition plan. Amortization of goodwill from businesses acquired in 1999
will increase in 2000, as 1999 amortization did not reflect a full year of
ownership of these businesses by Havas Advertising.

Interest Expense. Interest expense in 1999 was (Euro)28.2 million,
representing a decrease of 7% as compared to interest expense of (Euro)30.4
million in 1998. This decrease resulted primarily from a decrease of (Euro)3.4
million due to the conversion in July 1998 of (Euro)149.4 million of
convertible bonds issued in 1992 and 1994 into Havas Advertising shares, a
decrease of (Euro)3.0 million due to a reduction in other financial debt, and
an increase of (Euro)4.2 million due to the issuance in 1999 of (Euro)230
million of convertible bonds at a lower rate of interest.

111
<PAGE>

Interest Income. Interest income in 1999 was (Euro)26.2 million representing
an increase of 26.0%, as compared to (Euro)20.8 million in 1998. The
improvement in interest income in 1999 resulted from an increase of (Euro)3.2
million due to increased interest income in subsidiaries with positive cash
positions in 1999 and an increase of (Euro)2.2 million due to a (Euro)230
million increase in cash following the issuance in 1999 of convertible bonds
and before this additional cash was used to pay for acquisitions.

Provision for Income Taxes. Provision for income taxes in 1999 was (Euro)39.4
million, representing an increase of 16.6% as compared to (Euro)33.8 million in
1998. (Euro)4.1 million of this increase was due to an increase in taxes paid
outside of France as a result of acquisitions, and (Euro)1.5 million of this
increase resulted from the general increase in Havas Advertising's earnings
worldwide. Havas Advertising's effective tax rate in 1999 was 52.2%. Havas
Advertising records a valuation allowance with respect to deferred tax assets
whenever it determines, based on the available evidence, that it is more likely
than not that some or all of the tax benefits reflected in the deferred tax
assets are not recoverable. In 1999, Havas Advertising recorded a (Euro)4.449
million reduction of the valuation allowance on deferred tax assets. This
reduction was due primarily to the use of tax loss carryforwards to offset tax
charges resulting from better than expected results of subsidiaries in tax
jurisdictions where Havas Advertising had previously recorded a valuation
allowance. Havas Advertising had recorded this valuation allowance at December
31, 1998, following its determination, based on projections of future results
and the history of losses of the relevant subsidiaries, that it was more likely
than not that these subsidiaries would not be able to recover the tax benefits
of their deferred tax assets.

Minority Interests. Minority interests in 1999 were (Euro)15.5 million,
representing an increase of 66.7% as compared to minority interests of
(Euro)9.3 million in 1998. In more than half of the acquisitions made by Havas
Advertising in 1998 and 1999, the prior owners of the acquired businesses
retained an equity interest in these businesses. (Euro)2.6 million of the
increase in minority interests in 1999 was attributable to acquisitions in
1999, and (Euro)3.6 million was attributable to growth in revenues of
previously acquired businesses.

Net Income. As a result of the foregoing, Havas Advertising's net income
improved to (Euro)25.2 million in 1999 as compared to a net loss of (Euro)11.2
million in 1998.

Liquidity and Capital Resources

Havas Advertising's primary source of funds in 1998 and 1999 was cash
generated from operations and, in 1999, the issuance of (Euro)230 million of
convertible bonds. The primary uses of cash have been Havas Advertising's
strategic acquisition program. In 2000, additional liquidity requirements may
be imposed on Havas Advertising as a result of its proposed acquisition by
merger of Snyder Communications. Specifically, Havas Advertising may be
required to refinance a $180 million credit facility of Snyder Communications
which contains a change in control clause that will be triggered as a result of
the merger. Under the merger agreement with Snyder Communications, Havas
Advertising may also be required to cash out the options to purchase shares of
SNC common stock held by Daniel M. Snyder, Michele D. Snyder and A. Clayton
Perfall, each a director and executive officer, of Snyder Communications, and
the other members of the board of directors of Snyder Communications, if these
executive officers and directors exercise their right to cause Havas
Advertising to purchase their options to purchase SNC common stock on or prior
to the date of the completion of the merger. These options by their terms will
automatically vest upon the occurrence of the merger. If all of these options
are required to be cashed out, total payments would be approximately $33.1
million, calculated as if the merger had occurred on August 15, 2000. See
"Terms of the Merger Agreement and Related Transactions--Merger Consideration."

Liquidity. In February 1999, Havas Advertising issued (Euro)230 million of
convertible bonds due January 1, 2004. These convertible bonds bear interest at
1%, with a gross yield to maturity of 1.759% and an implicit interest rate,
including issue costs, of 2.18%. Each bond is convertible and/or exchangeable
into 20 newly-issued or existing shares. Net proceeds were used for general
corporate purposes, including to reduce borrowings on existing loan facilities
as well as to finance acquisitions. For a description of the material terms of
the convertible bonds, see "Description of Havas Advertising Share Capital--
Convertible/Exchangeable Bonds, Warrants and Stock Options."

112
<PAGE>

In June 1999, EWDB North America Inc. borrowed $30 million from Banque
Nationale de Paris, New York Branch. In connection with this loan, Havas
Advertising agreed to deposit with Banque Nationale de Paris, New York Branch,
$30 million to allow the subsidiary to borrow the funds. The loan bears
interest at a rate of LIBOR plus a margin. The deposit earns interest at a rate
of LIBOR less a margin. The deposit and loan mature simultaneously in six equal
annual installments from June 4, 2001 to June 5, 2006.

On January 19, 2000, Evelink plc issued a (Pounds)40,000,000 convertible bond
due July 19, 2007 to Banque Nationale de Paris S.A. This convertible bond bears
interest at the rate of 7% per annum. The bond is convertible (at the option of
the holder) at any time from January 19, 2000 until January 19, 2007 into
ordinary shares of Evelink plc. The number of shares into which the bond is
convertible will be determined by dividing (Pounds)40,000,000 by the share
price of Evelink plc on the date of conversion. Net proceeds are to be used for
general corporate purposes. In conjunction with this bond issuance, Havas
Advertising agreed to pay the holder of the bond any amounts under the bond
which become due and are not paid by Evelink plc.

Also on January 19, 2000, Evelink plc, an indirect, wholly owned subsidiary
of Havas Advertising, issued a warrant to Banque Nationale de Paris S.A.
authorizing the holder of the warrant, upon payment of (Pounds)40,000,000, to
purchase from Evelink plc 117,131 shares of Evelink plc on January 19, 2007.
The right to purchase shares under the warrant will lapse in the event that the
conversion rights of the (Pounds)40,000,000 convertible bond issued on January
19, 2000 are exercised. In addition, Havas Advertising International S.A. and
Banque Nationale de Paris S.A. (as the initial holder of the bond) entered into
a Forward Sale Agreement under which Havas Advertising International S.A. paid
(Pounds)25,176,927.52 to Banque Nationale de Paris S.A. for the future purchase
of the Evelink plc shares issuable on conversion of the (Pounds)40,000,000
convertible bond, and Banque Nationale de Paris S.A. agreed to convert, or
arrange for a third party to convert, the (Pounds)40,000,000 convertible bond
into shares of Evelink plc on January 19, 2007 (or prior to January 19, 2007
under some circumstances) and to sell, or arrange for a third party to sell,
those shares to Havas Advertising International S.A. The number of shares
subject to the Forward Sale Agreement will be determined by dividing
(Pounds)40,000,000 by the share price of Evelink plc on the date Banque
Nationale de Paris S.A. sells, or arranges for a third party to sell, the
shares to Havas Advertising International S.A.

On January 25, 2000, Havas Advertising entered into a term loan agreement
with Credit Commercial de France and Banque Nationale de Paris in the principal
amount of (Euro)38 million. The loan bears interest at a rate of EURIBOR plus
0.275%. The loan is payable in full on January 25, 2005. Havas Advertising is
subject to financial covenants requiring Havas Advertising to have a ratio of
net debt to consolidated equity of less than 0.8 to one and a ratio of earnings
before interest and taxes to consolidated net financial income (expense) of
greater than five to one. There are no restrictions on the use of the proceeds
of the loan. If Havas Advertising merges, is spun-off or voluntarily liquidates
during the term of the loan, payment under the loan agreement is accelerated.

In May 2000, Havas Advertising, Havas Advertising International SA, HAS
Acquisition Corp. and EWDB North America Inc., as borrowers, entered into a
$400 million multicurrency 364 day term loan facility with Morgan Guaranty
Trust Company of New York, as Agent, and J.P. Morgan Securities Ltd. and
Societe Generale, as arrangers. The funds available under the facility are to
be used by to refinance approximately $180 million of existing borrowings of
Snyder Communications, to finance or refinance the consideration for the cash-
out of stock options as a result of the merger, to finance acquisitions and
costs and expenses relating to the merger and for general corporate purposes.
The rate of interest in respect of each advance under the facility will be a
rate per annum based on the rate shown on Telerate page 3750 applicable to
dollars, LIBOR, if the advance is made in dollars, or the rate shown on
Telerate page 248 applicable to euro, EURIBOR, if the advance is made in euro,
in each case plus a margin ranging from 0.50% to 0.65% and a costs rate
determined by the agent under the facility. Havas Advertising is subject to a
financial covenant requiring that the ratio of earnings before interest, taxes,
depreciation and amortization to interest expense for the periods ending on
June 30, 2000 and December 31, 2000 be no less than five to one, as well as
other customary covenants for term loan facilities. If Havas Advertising is
acquired by another entity or ceases to own and control, directly or
indirectly, all the SNC common stock or all of the voting shares of Havas
Advertising International SA, EWDB North America Inc. or Evelink plc through a
merger or change of control, the agent may cancel the facility and demand
immediate repayment of the loan. The facility is guaranteed by Havas
Advertising, Havas Advertising

113
<PAGE>

International SA, HAS Acquisition Corp., EWDB North America Inc. and Evelink
plc. However, the facility is not secured by the stock or assets of Havas
Advertising or its subsidiaries.

Havas Advertising borrows at both fixed and variable rates. Havas Advertising
generally does not hedge its interest rate exposure, with the exception of the
currency and interest rate swap arrangement described above. For a discussion
of Havas Advertising's debt and lines of credit, see Note 8 to the consolidated
financial statements of Havas Advertising included elsewhere in this proxy
statement/prospectus.

As of December 31, 1999, Havas Advertising's subsidiaries had outstanding
(Euro)95.8 million under long-term notes with U.S. banks. These loans bear
interest at rates ranging from LIBOR plus 0.175% to LIBOR plus 0.65% and mature
at dates ranging from January 7, 2002 to March 6, 2006. The borrowing
subsidiaries are subject to customary financial covenants under these notes.
Examples of the financial covenants under these notes include:

. a ratio of total debt to earnings before interest, taxes, depreciation
and amortization of less than 3.8 to one

. a ratio of earnings before interest and taxes to interest expense of
greater than three to one

. a ratio of total debt to equity of less than 2.5 to one

. a minimum net worth of greater than $3 million

. a minimum current assets ratio greater than 0.95 and

. a free cash flow to debt service ratio greater than 1.3.

Under one of these loans, for an aggregate principal amount of (Euro)14.9
million, Havas Advertising is also subject to the following financial
covenants:

. a net financial debt to operating cash flow ratio less than three and

. shareholders' equity greater than FF2.5 million.

As of December 31, 1999, Havas Advertising's subsidiaries were also subject
to (Euro)38.6 million in short-term borrowing arrangements. The weighted
average interest rate on short-term borrowings that were outstanding as of
December 31, 1999 was 5.6%. Havas Advertising's subsidiaries were also subject
to various lines of credit in an amount equal to (Euro)100.7 million as of
December 31, 1999. These lines of credit bear interest at the prevailing market
rates in the countries of the subsidiaries.

Havas Advertising and its subsidiaries are subject to restrictive covenants
under the above borrowings related to total borrowing levels at either the
subsidiary level or country level on some of their borrowings. Covenants on
Havas Advertising's debt include total borrowing levels in some countries and
minimum shareholders' consolidated equity, among others. As of December 31,
1999, Havas Advertising was in compliance with all debt covenants related to
the above borrowings. In addition, Havas Advertising frequently guarantees
significant loans of its subsidiaries.

At December 31, 1999, Havas Advertising had unused lines of credit totalling
(Euro)63.7 million, comprised of short-term money market and overdraft
facilities.

Cash Flows. Havas Advertising's net cash provided by operating activities in
1999 increased to (Euro)118.2 million from (Euro)86.9 million in 1998. This
substantial increase was primarily due to an increase in Havas Advertising's
operating profit and improvements in working capital management practices in
subsidiaries.

Net cash used in investing activities in 1999 increased to (Euro)(362.7)
million from (Euro)(72.3) million in 1998. This substantial increase was
primarily due to the cost of Havas Advertising's strategic acquisition program.

Net cash provided by financing activities was (Euro)302.2 million as compared
to (Euro)10.2 million in 1998. This substantial increase was primarily due to
the issuance of (Euro)230 million of convertible bonds in 1999.

114
<PAGE>

MANAGEMENT OF HAVAS ADVERTISING AND THE SURVIVING CORPORATION

Board of Directors of Havas Advertising

In accordance with French law, Havas Advertising's affairs are managed by its
board of directors and by its Chairman and Chief Executive Officer, who has
full authority to manage Havas Advertising's affairs and has broad powers to
act on behalf of Havas Advertising within its corporate purpose and to
represent Havas Advertising in dealings with third parties, subject only to the
powers expressly reserved to the board of directors or Havas Advertising's
shareholders by law, by Havas Advertising's statuts or by decision of Havas
Advertising's board of directors or shareholders.

Under Havas Advertising's statuts, the board of directors must consist of
between three and 24 directors. At present, Havas Advertising's board of
directors consists of 17 directors. Havas Advertising's statuts provide that
each director is elected for a term of six years, and is eligible for
reelection when the term expires. The board of directors has the power to
appoint and remove the Chairman and Chief Executive Officer at any time. There
are no family relationships among Havas Advertising's officers or directors.

The table below shows the names and ages of the members of Havas
Advertising's board of directors, their principal occupation or employment, the
dates of their initial appointment as directors and the expiration of their
current positions. Three of Havas Advertising's directors are independent,
which means generally that they are not officers, employees or family members
of officers of Havas Advertising or its affiliates.

<TABLE>
<CAPTION>
Director Term
Name Position Age Principal Occupation Since Expires
---- -------- --- ------------------------ ------------ -------
<C> <C> <C> <S> <C> <C>
Alain de Pouzilhac........... Chairman 54 Chairman of the Board of April 1989 2006
Directors and Chief
Executive Officer, Havas
Advertising
Michel Boutinard Rouelle(1).. Director 54 Consultant March 1997 2004
Paul Camous.................. Director 77 Director, Groupe Andre August 1988 2002
Jean-Michel Carlo............ Director 55 Vice Chairman, Havas October 1997 2003
Advertising (in charge
of Diversified Agencies
Group)
Alain Cayzac................. Director 58 Vice Chairman, Havas October 1997 2003
Advertising
Richard Colker(1)............ Director 54 Managing Partner, Acadia June 1995 2003
Investment Corporation
Nicolas Duhamel.............. Director 46 Executive Vice- June 1994 2004
President, Havas S.A.
Philippe Faure............... Director 50 Chairman, Marsh & June 1995 2001
McLennan France
Pierre Lescure............... Director 54 Chairman, Canal + June 1994 2002
Jacques Mayoux............... Director 75 Vice-Chairman, Goldman August 1988 2006
Sachs Europe
Thierry Meyer................ Director 61 Advisor to the General June 1995 2005
Management, Alcatel
Jean-Laurent Nabet........... Director 36 Director of Development, October 1998 2006
Havas S.A.
Bob Schmetterer.............. Director 56 Chairman and Chief May 1998 2004
Executive Officer, EURO
RSCG Worldwide
Jacques Seguela.............. Director 66 Vice Chairman and Chief June 1992 2004
Creative Officer, Havas
Advertising
</TABLE>

115
<PAGE>

<TABLE>
<CAPTION>
Director Term
Name Position Age Principal Occupation Since Expires
---- -------- --- ---------------------------- ------------- -------
<S> <C> <C> <C> <C> <C>
Patrick Soulard......... Director 48 Director of the December 1999 2004
Investment Banking Division,
Societe Generale
Havas S.A., Managing Director, Vivendi;
represented by Eric Director 62 Chairman and Chief Executive May 1998 2004
Licoys.................. Officer, Havas S.A.
SOCIF,
represented by Clement Chairman and Chief Executive
Vaturi(1)............... Director 60 Officer, Immobiliere August 1988 2004
Hoteliere S.A.
</TABLE>
--------
(1) Member of the Audit Committee

The Executive Committee of Havas Advertising

The table below presents information regarding the current members of Havas
Advertising's executive committee, which is its group of executive officers:

<TABLE>
<CAPTION>
Executive
Officer
Name Position Age Since
---- --------------------------------------------- ---- ------------
<S> <C> <C> <C>
Alain de Pouzilhac...... Chairman and Chief Executive Officer 54 April 1989
Jean-Michel Carlo....... Vice Chairman (in charge of Diversified 55 April 1997
Agencies Group)
Alain Cayzac............ Vice Chairman 58 June 1992
Jacques Herail.......... Managing Director and Chief Financial Officer 47 April 1992
Fernando Rodes Vila..... Chief Executive Officer, Media Planning, S.A. 39 October 1999
Bob Schmetterer......... Chairman and Chief Executive Officer, EURO 56 June 1998
RSCG Worldwide
Jacques Seguela......... Vice Chairman and Chief Creative Officer 66 June 1992
</TABLE>

The following are summary biographies of the members of the executive
committee:

Alain de Pouzilhac. Alain de Pouzilhac is currently the Chairman and Chief
Executive Officer of Havas Advertising and a member of its executive committee.
He began his career at Publicis Conseil, a French advertising company, in 1969
as an Assistant Account Executive. In 1970, he joined the French advertising
company DDB as account executive. In 1982, he was appointed Chairman and Chief
Executive Officer of Havas Conseil, a subsidiary of Havas Advertising. Between
1984 and 1989, he served as Chairman of HCM, an advertising joint venture
comprised of Havas Conseil and Marsteller (an agency affiliated with the U.S.
advertising company Young & Rubicam), and HCM's successor, HDM, an advertising
joint venture comprised of Havas Conseil, Dentsu and Marsteller. Alain was
appointed Chairman and Chief Executive Officer of Havas Advertising in 1989.
Alain was appointed as Havas Advertising's Chairman and Chief Executive Officer
at the request of Havas S.A. and has no formal employment agreement with Havas
Advertising.

Jean Michel Carlo. Jean-Michel Carlo is currently a Vice Chairman of Havas
Advertising in charge of the Diversified Agencies Group and a member of Havas
Advertising's executive committee. Jean-Michel, a Ph.D. in Economics and a
graduate of the Institut d'Etudes Politiques de Paris, began his career at
Havas Conseil in 1972. In 1977, he left Havas Conseil to join FCA, a French
advertising company. Jean-Michel then went on to found the Avril advertising
agency of Havas Advertising in 1978. In 1982, he was appointed Chairman and
Chief Executive Officer of Young & Rubicam in France and Europe. From 1991 to
1996, he served as Chairman of BDDP France, a French advertising company. In
April 1997, Mr. Carlo was appointed a Vice Chairman of Havas Advertising.

Alain Cayzac. Alain Cayzac is currently a Vice Chairman of Havas Advertising
and a member of the executive committee. Alain, a graduate of Hautes Etudes
Commerciales (HEC) and of Berlin University, began

116
<PAGE>

his career in advertising in 1972 as an Associate Director of RSCG. He was
appointed Chairman of RSCG in 1984. In 1996, he was appointed Chairman and
Chief Executive Officer of EURO RSCG Worldwide. He was appointed a Vice
Chairman of Havas Advertising in 1997. He currently is responsible for the
development of sports marketing within Havas Advertising and is also working on
Havas Advertising's human resources policies. Alain is also Vice Chairman of
the PSG soccer team and Chairman of the AACC, the French association of
advertising agencies.

Jacques Herail. Jacques Herail is currently Managing Director and Chief
Financial Officer of Havas Advertising and a member of its executive committee.
Jacques, a graduate of Sciences Economiques at the Institut d'Etudes Politiques
and the Ecole Superieure des Sciences Economiques et Commerciales (ESSEC),
began his career at the accounting firm Arthur Andersen in 1976. In 1984, he
was appointed Chief Financial Officer of HCM and later served as Chief
Financial Officer of HDM. Between 1989 and 1996, he served as Executive Vice
President of EURO RSCG Worldwide. Since 1996, Jacques has served as Managing
Director and Chief Financial Officer of Havas Advertising.

Fernando Rodes Vila. Fernando Rodes Vila is currently the Chief Executive
Officer of the Media Planning Group and a member of Havas Advertising's
executive committee. Fernando, a graduate of UCB University and of Gresham
College in London in Economics and Finance Management, began his career in
banking. In 1985, he joined Manufacturers Hannover Trust, a financial
institution, as the Director of Capital Markets. In 1989, he became Director of
company banking services at Banco Espanol de Credito. Fernando was appointed
Chief Executive Officer of Media Planning, S.A. in 1994. In 1999, concurrently
with the combination of Havas Advertising's media services with those of Media
Planning, S.A., Fernando was appointed as the Chief Executive Officer of Media
Planning Group.

Bob Schmetterer. Bob Schmetterer is currently the Chairman and Chief
Executive Officer EURO RSCG Worldwide and a member of Havas Advertising's
executive committee. Bob began his career in advertising at Scali McCabe Sloves
in 1971. In 1987, he became one of the founding partners of the New York
advertising agency Messner Vetere Berger McNamee Schmetterer EURO RSCG. In 1984
he was appointed Chief Executive Officer of HCM and later served as Chief
Executive Officer of HDM. Bob has served as Chairman and Chief Executive
Officer of EURO RSCG Worldwide since 1997.

Jacques Seguela. Jacques Seguela is currently a Vice Chairman and the Chief
Creative Officer of Havas Advertising and a member of its executive committee.
Jacques, who has a Ph.D. in Pharmacy, began his career as a reporter for Paris-
Match and then for France-Soir. In 1969, he created RSCG, which merged with
Eurocom in 1991 to create EURO RSCG Worldwide. Jacques is the author of fifteen
books on advertising and related matters and has been involved in numerous
political campaigns in France and elsewhere.

The Audit Committee of Havas Advertising

Havas Advertising's board of directors has a standing audit committee. The
purpose of the audit committee is to:

. make recommendations concerning the engagement of independent public
accountants

. review with Havas Advertising's management and independent public
accountants the plans for, and scope of, the audit procedures to be
utilized and results of audits

. approve the professional services provided by the independent public
accountants and

. review the adequacy and effectiveness of Havas Advertising's internal
accounting controls.

The current members of the audit committee are Messrs. Boutinard Rouelle,
Colker and Vaturi. For summary biographies of Messrs. Boutinard Rouelle, Colker
and Vaturi, please see "--Board of Directors of the Surviving Corporation."

117
<PAGE>

Compensation Of Directors and Officers of Havas Advertising

The aggregate amount of compensation which Havas Advertising paid to its
principal executive officers and directors as a group (23 persons in all in
1999) for services in all capacities in 1999 was approximately (Euro)6.4
million. The aggregate amount which Havas Advertising set aside or accrued to
provide pension, retirement or similar benefits for the same executive officers
and directors as a group for the 1999 fiscal year was approximately
(Euro)136,000.

Options to Purchase Securities from Havas Advertising

Havas Advertising shareholders have authorized Havas Advertising's board of
directors to grant options for an aggregate of up to 31,104,508 Havas
Advertising shares during various periods ending on or before May 22, 2005. As
of August 15, 2000, Havas Advertising's board of directors had granted options
for an aggregate of 25,073,700 Havas Advertising shares under these
authorizations, of which options to purchase an aggregate of 14,134,060 Havas
Advertising shares were outstanding with exercise prices ranging from
(Euro)3.34 to (Euro)27.65 and expiring at various times from 2002 to 2007. As
of August 15, 2000, there were outstanding options to purchase an aggregate of
6,617,060 Havas Advertising shares granted to directors and officers of Havas
Advertising. All of the options granted by Havas Advertising are subject to
adjustment on the occurrence of dilutive events.

The Havas Advertising board of directors will fix the number of Havas
Advertising shares and the exercise price under the authorized option plans in
accordance with the laws in effect at the time the board of directors decides
to grant the options. At that time, Havas Advertising also will establish the
conditions for exercising the options and the periods during which the options
may be exercised.

Havas Advertising's option plans typically permit the board of directors to
grant options to purchase up to an aggregate percentage of Havas Advertising's
issued shares from time to time. For example, the June 1999 plan authorized
Havas Advertising's board of directors to grant options to purchase up to an
aggregate of 2.0% of the then issued Havas Advertising shares, including
treasury shares, from time to time. Each authorization of option plans by Havas
Advertising shareholders is effective for five years from the date of
authorization or until all of the options under the plan have been granted. On
May 23, 2000, Havas Advertising's shareholders approved a new option plan
allowing the board of directors to grant options to purchase up to an aggregate
of 2.5% of the then issued Havas Advertising shares, including treasury shares,
from time to time, provided that the aggregate number of shares purchasable
under options outstanding from time to time may not exceed 12% of the then
issued Havas Advertising shares, including treasury shares. As of August 15,
2000, Havas Advertising had issued 162,830,400 Havas Advertising shares and had
outstanding options to purchase an aggregate of 14,134,060 Havas Advertising
shares. Therefore, the Havas Advertising board of directors could have granted
options to purchase up to 4,070,760 Havas Advertising shares under the May 2000
plan as of that date. As of August 15, 2000, the only new options that may be
granted by the Havas Advertising board are options to purchase up to 1,960,048
Havas Advertising shares under the June 1999 plan and options to purchase
shares under the May 2000 plan.

The table below shows information relating to Havas Advertising's various
option plans, as of August 15, 2000.

118
<PAGE>

<TABLE>
<CAPTION>
June June June June
1991 Plan 1994 Plan 1996 Plan 1997 Plan
--------- --------- ------------------ ---------------------------------------------------------------
March Dec. Dec. March June March Feb. June Sep.
1995 1995 1996 1997 1997 1998 1999 1999 1999 Dec. 1999
Grant Grant Grant Grant Grant Grant Grant Grant Grant Grant
--------- --------- --------- -------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Date of
shareholders'
meeting......... 06/18/91 06/30/94 06/27/96 06/27/96 06/19/97 06/19/97 06/19/97 06/19/97 06/19/97 06/19/97
Date of board of
directors'
meeting......... 03/23/95 12/07/95 12/05/96 03/06/97 06/19/97 03/05/98 02/25/99 06/17/99 09/30/99 12/02/99
Options
issuable........ 4,826,180 3,977,140 3,347,260 820,680 8,000,000 3,098,860 2,066,780 4,233,320 3,933,320 3,733,320
Options issued... 685,260 3,837,280 2,541,280 80,000 6,000,000 1,590,000 710,220 300,000 200,000 865,000
Options
exercised....... 646,780 1,657,080 1,133,210 80,000 -- 294,940 -- -- -- --
Of which: shares
issuable to
members of the
executive
committee....... 229,800 903,400 1,001,320 -- 3,070,000 410,000 324,220 -- -- 500,000
Number of
executive
officers
concerned....... 2 5 3 -- 5 3 2 -- -- 2
Exercisable
from............ 03/23/95 12/07/95 12/05/96 01/01/98 06/19/02 03/05/98 02/25/99 01/01/00 01/01/00 01/01/00
Expiration date.. 03/22/02 12/31/02 12/31/03 12/31/03 06/19/04 12/31/04 02/24/06 06/16/06 09/29/06 12/01/06
Option exercise
price per share
(FF)............ 22 21.9 27.75 31.60 30.25 41.65 50.0165 59.692 71.1715 102.985
((Euro))........ 3.354 3.3385 4.2305 4.8175 4.6115 6.3495 7.625 9.100 10.85 15.7
Conditions
applicable...... -- -- -- -- -- (1) (1) (2) (3) (4)
<CAPTION>
June May
1999 Plan 2000 Plan
-------------------- ---------
March
2000 May 2000
Grant Grant
---------- --------- ---------
<S> <C> <C> <C>
Date of
shareholders'
meeting......... 06/17/99 06/17/99 05/23/00
Date of board of
directors'
meeting......... 03/02/00 05/23/00 --
Options
issuable........ 3,029,340 2,304,535 4,070,760
Options issued... 888,120 400,000 --
Options
exercised....... -- -- --
Of which: shares
issuable to
members of the
executive
committee....... 288,120 400,000 --
Number of
executive
officers
concerned....... 2 1 --
Exercisable
from............ 01/01/01 05/23/00 --
Expiration date.. 03/01/07 05/22/07 --
Option exercise
price per share
(FF)............ 181.372 163.99 --
((Euro))........ 27.65 25.00 --
Conditions
applicable...... (5) -- --
</TABLE>

------
(1) 410,000 of these options are exercisable from March 5, 1998, 393,340 in
2000 and the remainder in 2001.
(2) 100,000 of these options are exercisable in 2000, 100,000 in 2001 and the
remainder in 2002.
(3) 66,660 of these options are exercisable in 2000, 66,680 in 2001 and the
remainder in 2002.
(4) 173,000 of these options are exercisable in 2000, 346,000 in 2001 and the
remainder in 2002.
(5) 296,040 of these options are exercisable in 2001, 296,040 in 2002 and the
remainder in 2003.

119
<PAGE>

Transactions Involving Directors, Officers and Shareholders of Havas
Advertising

Trademark License Agreement with Havas S.A. Havas Advertising has entered
into a trademark license arrangement with Havas S.A., a Havas Advertising
shareholder holding approximately 19.4% of the outstanding Havas Advertising
shares. As part of this arrangement, Havas Advertising has entered into a
series of annual trademark license agreements with Havas S.A. In accordance
with the trademark license agreement for 1999, Havas Advertising paid a license
fee to Havas S.A. in the amount of (Euro)610,000 for the exclusive license to
use the "Havas Advertising" trademark and a non-exclusive license to use the
Havas S.A. logo. Havas S.A. reserved the right to use or have a third party use
the name "Havas," either alone or in combination with any other terms other
than the combination of "Havas Advertising."

Havas Advertising was permitted to use the "Havas Advertising" trademark or
logo only to the extent that, and so long as, Havas S.A. remained Havas
Advertising's largest shareholder. The trademark license agreement also
provided that the trademark could be used by Havas Advertising in all countries
in which Havas S.A. applied for and obtained trademark protection. Either Havas
Advertising or Havas S.A. was permitted to terminate the trademark license
agreement:

. in the event Havas S.A. lost its status as Havas Advertising's largest
shareholder, subject to a six month notice period or

. after a breach of the other party's obligations under the trademark
license agreement and the failure to cure the breach for six months.

This agreement became effective retroactively as of January 1, 1999 for a one-
year term expiring December 31, 1999. Havas Advertising anticipates that the
license agreement will be established on substantially the same basis for 2000.

Transactions with Vivendi. Havas Advertising rendered advertising services to
Vivendi, the parent company of Havas S.A., and its affiliates in the amount of
(Euro)18.6 million and (Euro)17.1 million for the years ended December 31, 1999
and 1998, respectively. Havas Advertising also purchased media space from
affiliates of Vivendi on behalf of its clients. The accounts receivable and
payable (including payable to media companies affiliated with Vivendi) from
these services amounted to (Euro)8.2 million and (Euro)3.1 million as of
December 31, 1999 (and (Euro)14.1 million and (Euro)18.4 million as of December
31, 1998).

Board of Directors of the Surviving Corporation

The table below shows the names and ages of the persons who Havas Advertising
expects will comprise the board of directors of Snyder Communications after the
merger, together with their principal occupation or employment. Three of these
directors will be independent, which means generally that they are not
officers, employees or family members of Snyder Communications or its
affiliates.

<TABLE>
<CAPTION>
Name Position Age Principal Occupation
---- -------- --- ----------------------------------------------
<S> <C> <C> <C>
Alain de Pouzihac Chairman 54 Chairman of the Board of Directors and Chief
Executive Officer, Havas Advertising
Bob Schmetterer Director 56 Chairman and Chief Executive Officer, EURO
RSCG Worldwide
Jacques Herail Director 47 Managing Director and Chief Financial Officer,
Havas Advertising
R. John Cooper Director 58 Attorney, Hogan & Hartson L.L.P.
Michel Boutinard Rouelle Director 54 Consultant
Richard Colker Director 54 Managing Partner, Acadia Investment
Corporation
Clement Vaturi Director 60 Chairman and Chief Executive Officer,
Immobiliere Hoteliere S.A.
</TABLE>

120
<PAGE>

The following are summary biographies of Messrs. Cooper, Boutinard Rouelle,
Colker and Vaturi.

R. John Cooper. John is currently Of Counsel in the New York office of Hogan
& Hartson L.L.P. and a member of the firm's Business and Finance Group. His
areas of practice include general corporate and litigation, with an emphasis on
providing general counsel to corporations and executives. John received his
A.B. in English literature from Amherst College and his J.D. from Harvard Law
School. He also holds a graduate degree from the University of Oslo. From 1982
to 1984, John was General Counsel of Time Inc.'s Video Group. From 1984 to
1995, he was the Executive Vice President, General Counsel and Secretary of
Young & Rubicam, and served as a member of the Board of Directors and the
Executive Committee of Young & Rubicam.

Michel Boutinard Rouelle. Michel Boutinard Rouelle is a director of Havas
Advertising, a position he has held since March 1997. Michel, a graduate of the
Institut d'Etudes Politiques de Paris and the Ecole Nationale d'Administration
(ENA), began his career in government and public affairs, holding a variety of
national, regional and local offices in France from 1971 to 1988, including
Chief of Staff of the Mayor of Paris from 1977 to 1979 and Counsellor to the
Prime Minister from 1986 to 1988. From 1989 to 1999, Michel held a variety of
positions with Havas S.A., a French media group, and its affiliates. These
positions included Vice President of Havas S.A. from 1997 to 1998 and Chairman
and Chief Executive Officer of Havas S.A.'s affiliate Havas Media Communication
from 1995 to 1999. Since 1999, Michel has acted as a free-lance management
consultant.

Richard Colker. Richard Colker is currently Managing Partner of Acadia
Investment Corporation, a private investment company, and Colker, Gelardin &
Co., a private investment banking partnership. Richard has held these positions
since 1990. A graduate of Michigan State University, Richard began his career
at Wells Fargo Bank N.A., a financial institution, as Manager, Corporate
Finance Department. From 1976 to 1983, Richard served as Vice President of
Banque de la Societe Financiere Europeenne, a French financial institution.
From 1983 to 1990, Richard served as Managing Director, Investment Banking, and
a Member of the London Management Committee of the investment bank Kidder,
Peabody International Limited and its affiliate Kidder, Peabody & Co., and a
Member of the Board of Directors of another affiliate, Kidder, Peabody Italia
S.p.A. Richard has been a director of Havas Advertising since June 1995.

Clement Vaturi. Clement Vaturi has served as Chairman and Chief Executive
Officer of Immobiliere Hoteliere, a French hotel real estate development
company, since 1983. Clement is also Chairman and Chief Executive Officer of
several of Immobiliere Hoteliere's affiliates, including Immobiliere Hoteliere
Montparnasse and SOCIF. Clement, who received his Bachelor of Science, Civil
Engineering, from the Massachusetts Institute of Technology and his Master of
Science, Industrial Management, from the Sloan School of Management at the
Massachusetts Institute of Technology, also serves as Chairman of Credicom NV,
a Belgian financial institution. Clement has been a director of Havas
Advertising since August 1988.

Summary biographies of Messrs. de Pouzilhac, Schmetterer and Herail are set
forth in "--The Executive Committee of Havas Advertising."

Officers of the Surviving Corporation

Executive Officers. At the time of this proxy statement/prospectus, the
executive officers of Snyder Communications following the merger had not been
determined. Havas Advertising expects that the current executive officers of
Snyder Communications, Daniel M. Snyder, Michele D. Snyder and A. Clayton
Perfall, will resign their positions as chief executive officer, president and
chief operating officer and chief financial officer, respectively, effective
upon the completion of the merger. Havas Advertising expects that Mr. Snyder,
Ms. Snyder and Mr. Perfall will be replaced either with officers of Havas
Advertising or other persons with appropriate experience and qualifications for
these positions.

Division Level Officers. Havas Advertising generally expects the management
of Snyder Communications' three principal divisions comprising the SNC
business, Brann Worldwide, Bounty SCA

121
<PAGE>

Worldwide and Arnold Communications, to remain substantially the same following
the merger. In addition, Havas Advertising also expects the management of the
division comprising Snyder Communications' Circle.com business will also remain
substantially the same following the merger.

Compensation of Directors and Executive Officers of the Surviving Corporation

Compensation of Directors. At the time of this proxy statement/prospectus,
the compensation of members of the board of directors of Snyder Communications
following the merger had not been finalized.

Compensation of Executive Officers. Because at the time of this proxy
statement/prospectus, the executive officers of Snyder Communications following
the merger had not been determined, their respective levels of compensation had
also not been determined. Havas Advertising expects that each executive officer
of Snyder Communications after the merger will receive compensation
commensurate with their position and consistent with the compensation levels of
previous executive officers of Snyder Communications.

Potential Conflict of Interest of Directors and Officers of the Surviving
Corporation

Following the merger the directors of Snyder Communications will be appointed
by Havas Advertising by virtue of its ownership of all of the outstanding
shares of SNC common stock, which would have represented 87.7% of the voting
interests in Snyder Communications if the merger had occurred on August 15,
2000. Each of these directors, other than the three independent directors that
will serve on the Snyder Communications board, is an executive officer or
director of Havas Advertising or otherwise affiliated with Havas Advertising.
These directors may have conflicts of interest with the holders of Circle.com
common stock. For a description of these conflicts of interest, see "Risk
Factors--Risks Relating to the Merger--Following the merger, Havas Advertising
will have the ability to allocate corporate opportunities in the Internet
services business to itself or the SNC business rather than the Circle.com
business." and "Risk Factors--Risks Relating to the Merger--Snyder
Communications' board of directors may change its management and allocation
policies without stockholder approval to the detriment of the holders of
Circle.com common stock." In addition, the directors of Snyder Communications
following the merger will appoint the executive officers of Snyder
Communications who will serve following the merger. Some or all of these
executive officers may be officers of Havas Advertising and therefore subject
to the same potential conflicts of interest.

122
<PAGE>

DESCRIPTION OF SNYDER COMMUNICATIONS

Snyder Communications' businesses are its direct marketing, advertising and
communications business ("SNC") and its Internet professional services business
("Circle.com"). SNC, with operations throughout the United States, the United
Kingdom and continental Europe, provides direct marketing services to clients
through Brann Worldwide and Bounty SCA Worldwide and advertising services
through Arnold Communications. The Brann Worldwide and Bounty SCA Worldwide
combined agencies were ranked as the largest direct response agency based on
1999 revenues and billings according to the Direct Marketing Association Annual
Direct Response Agency Report and Advertising Age ranked Arnold Communications
number 24 in a ranking of the top 100 U.S. advertising agencies based on 1999
revenue. SNC's clients operate in a broad range of industries, including
automotive, consumer packaged goods, financial services, telecommunications and
gas and electric utilities. Circle.com is an Internet professional services
provider that creates Internet-based customer relationship management systems
for its Fortune 1000 and emerging Internet-based clients. These systems use
Circle.com's proprietary technology process to enable Circle.com's clients to
identify, acquire and retain customers while creating and establishing new
revenue channels. Circle.com provides all the services necessary to create
these systems, including consulting regarding e-commerce strategies and related
business processes, consumer research, online media planning and creative
design, as well as architecture, design, systems integration, implementation
and ongoing performance analysis.

123
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA OF SNYDER COMMUNICATIONS

SNYDER COMMUNICATIONS, INC.

SELECTED FINANCIAL DATA
(in thousands, except per share data)

The following table summarizes historical financial data of Snyder
Communications and is qualified in its entirety by reference to, and should be
read in conjunction with, the Snyder Communications historical financial
statements and related notes included in Snyder Communications' Annual Report
on Form 10-K for the fiscal year ended December 31, 1999 and Quarterly Report
on Form 10-Q for the six months ended June 30, 2000. The historical financial
data for the years ended December 31, 1999, 1998 and 1997 have been derived
from the audited consolidated financial statements of Snyder Communications.
Historical financial information may not be indicative of Snyder
Communications' future performance. For all the periods presented, income
(loss) from discontinued operations includes the income (loss) from
discontinued operations of the healthcare services business, which was spun off
to stockholders of Snyder Communications on September 27, 1999. For the years
ended December 31, 1997 and 1996, the income (loss) from discontinued
operations also includes the loss from discontinued operations of Bob Woolf
Associates, Inc., which was spun off on October 31, 1997 to stockholders of one
of the companies Snyder Communications acquired in 1998. Prior to their
respective acquisitions, some of the U.S.-based acquirees were not subject to
federal or state income taxes. Consequently, pro forma net income from
continuing operations represents income from continuing operations adjusted to
reflect a provision for income taxes as if all companies acquired by Snyder
Communications which were accounted for as poolings of interests had been taxed
similarly to a C corporation for all periods prior to their acquisition by
Snyder Communications. Net income (loss) per share information is provided
using the number of shares of SNC common stock and Circle.com common stock that
would have been outstanding assuming that the recapitalization of Snyder
Communications had occurred at the beginning of the earliest period presented.
<TABLE>
<CAPTION>
For the Six Months
Ended June 30, For the Years Ended December 31,
----------------------- -------------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
----------- ----------- --------- --------- --------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net revenues........... $350,892 $299,426 $ 638,480 $ 493,803 $ 403,072 $ 349,223 $ 286,435
======== ======== ========= ========= ========= ========= =========
Income (loss) from
continuing
operations............ $ 5,040 $ 27,527 $ 17,098 $ 21,360 $ (16,636) $ 15,481 $ 19,425
======== ======== ========= ========= ========= ========= =========
Income (loss) from
discontinued
operations............ $ -- $ 12,639 $ (11,562) $ 1,446 $ (10,225) $ (1,415) $ 6,930
======== ======== ========= ========= ========= ========= =========
Extraordinary item(1).. $ -- $ -- $ -- $ -- $ -- $ (1,216) $ --
======== ======== ========= ========= ========= ========= =========
Net income (loss)...... $ 5,040 $ 40,166 $ 5,536 $ 22,806 $ (26,861) $ 12,850 $ 26,355
======== ======== ========= ========= ========= ========= =========
Unaudited:
Pro forma net income
(loss) from continuing
operations............ $ 5,040 $ 27,527 $ 18,131 $ 18,699 $ (19,191) $ 11,398 $ 23,575
======== ======== ========= ========= ========= ========= =========
SNC:
Historical net income
(loss) per share:
Diluted net income
(loss) per share:
Continuing operations.. $ 0.19 $ 0.39 $ 0.39 $ 0.30 $ (0.26) $ 0.26 $ 0.33
Discontinued
operations............ $ -- $ 0.17 $ (0.16) $ 0.02 $ (0.16) $ (0.02) $ 0.12
Extraordinary item..... $ -- $ -- $ -- $ -- $ -- $ (0.02) $ --
-------- -------- --------- --------- --------- --------- =========
Total diluted net
income (loss) per
share................. $ 0.19 $ 0.56 $ 0.23 $ 0.32 $ (0.42) $ 0.22 $ 0.45
======== ======== ========= ========= ========= ========= =========
Unaudited:
Pro forma diluted net
income (loss) from
continuing operations
per share............. $ 0.19 $ 0.39 $ 0.40 $ 0.26 $ (0.29) $ 0.20 $ 0.40
======== ======== ========= ========= ========= ========= =========
Shares used in computing
diluted per share
amounts (2)............ 73,921 75,347 74,037 72,343 63,752 60,109 58,913
======== ======== ========= ========= ========= ========= =========
Circle.com (4):
Historical net loss per
share:
Diluted net loss per
share................. $ (0.40) $ (0.10) $ (0.59) $ -- $ (0.01) $ (0.01)
======== ======== ========= ========= ========= =========
Unaudited:
Pro forma diluted net
income (loss) per
share................. $ (0.40) $ (0.10) $ (0.59) $ 0.01 $ (0.04) $ (0.03)
======== ======== ========= ========= ========= =========
Shares used in computing
diluted per share
amounts (2)............ 22,520 18,485 19,787 17,397 15,938 15,015
======== ======== ========= ========= ========= =========
</TABLE>

124
<PAGE>

SNYDER COMMUNICATIONS, INC.

SELECTED FINANCIAL DATA--(Continued)
(in thousands, except per share data)

<TABLE>
<CAPTION>
As of June 30, As of December 31,
-------------- -------------------------------------------------------
2000 1999 1998 1997 1996 1995
-------------- --------- --------- ----------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets........... $825,768 $ 786,463 $ 615,614 $ 382,137 $ 273,728 $ 193,928
======== ========= ========= ========= ========= =========
Long-term debt......... $191,234 $ 190,964 $ 12,283 $ 12,856 $ 36,028 $ 37,059
======== ========= ========= ========= ========= =========
Redeemable ESOP stock
(3)................... $ -- $ -- $ 2,960 $ 5,278 $ 2,452 $ 269
======== ========= ========= ========= ========= =========
Total equity........... $291,810 $ 271,518 $ 357,378 $ 118,261 $ 67,123 $ 36,044
======== ========= ========= ========= ========= =========
</TABLE>

(1) Net income for the year ended December 31, 1996 includes an extraordinary
item of $1.2 million that was recorded in conjunction with the early
redemption of subordinated debentures which were due to related parties.
The extraordinary item is net of a $0.8 million tax benefit and consists of
prepayment penalties and the write-off of unamortized discount and debt
issuance costs.

(2) The number of shares used in computing the per share amounts assume that
acquisitions accounted for as pooling of interest transactions had occurred
at the beginning of each of the periods presented and reflect the issuance
of additional shares of Snyder Communications in public offerings, the
impact of stock options and share repurchases. The number of shares also
assumes that the recapitalization transaction (in which each share of
Snyder Communications common stock was converted into one share of SNC
common stock and 0.25 of a share of Circle.com common stock) had occurred
at the beginning of the earliest period presented.

(3) Represents the balance necessary to satisfy the repurchase obligation
associated with Snyder Communications' shares held by the employee stock
ownership plan of an acquired company which have been allocated to former
employees of the acquired company whose employment had terminated prior to
its merger with Snyder Communications.

(4) There were no operations of Circle.com prior to 1996.

125
<PAGE>

SNC

SELECTED FINANCIAL DATA
(in thousands)

The following table summarizes historical financial data of SNC and is
qualified in its entirety by reference to, and should be read in conjunction
with, the SNC historical financial statements and related notes included in
Snyder Communications' Annual Report on Form 10-K for the year ended December
31, 1999 and Quarterly Report on Form 10-Q for the six months ended June 30,
2000. The historical financial data for the years ended December 31, 1999, 1998
and 1997 have been derived from the audited combined financial statements of
SNC. Historical financial information may not be indicative of SNC's future
performance. For all the periods presented, income (loss) from discontinued
operations includes the income (loss) from discontinued operations of the
healthcare services business which was spun off to stockholders of record of
Snyder Communications on September 27, 1999. For the years ended December 31,
1997 and 1996, the income (loss) from discontinued operations also includes the
loss from discontinued operations of Bob Woolf Associates, Inc., which was spun
off on October 31, 1997 to stockholders of one of the companies Snyder
Communications acquired in 1998. Prior to their respective acquisitions,
certain of the U.S.-based acquirees were not subject to federal or state income
taxes. Consequently, pro forma net income from continuing operations represents
income from continuing operations adjusted to reflect a provision for income
taxes as if all companies acquired by SNC which were accounted for as poolings
of interests had been taxed similarly to a C corporation for all periods prior
to their acquistion by SNC.

<TABLE>
<CAPTION>
For the Six Months
Ended June 30, For the Years Ended December 31,
----------------------- -------------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
----------- ----------- --------- --------- --------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net Revenues........... $316,822 $287,388 $ 603,550 $ 480,289 $ 397,505 $ 345,915 $ 286,435
======== ======== ========= ========= ========= ========= =========
Income (loss) from
continuing
operations............ $ 15,869 $ 29,918 $ 31,488 $ 21,362 $ (16,506) $ 15,721 $ 19,425
======== ======== ========= ========= ========= ========= =========
Income (loss) from
discontinued
operations............ $ -- $ 12,639 $ (11,562) $ 1,446 $ (10,225) $ (1,415) $ 6,930
======== ======== ========= ========= ========= ========= =========
Extraordinary item
(1)................... $ -- $ -- $ -- $ -- $ -- $ (1,216) $ --
======== ======== ========= ========= ========= ========= =========
Net income (loss)...... $ 15,869 $ 42,557 $ 19,926 $ 22,808 $ (26,731) $ 13,090 $ 26,355
======== ======== ========= ========= ========= ========= =========
Unaudited:
Pro forma net income
(loss) from continuing
operations............ $ 15,869 $ 29,918 $ 32,521 $ 18,576 $ (18,450) $ 11,915 $ 23,575
======== ======== ========= ========= ========= ========= =========
Balance Sheet Data:
Total assets........... $741,698 $ 683,673 $ 601,957 $ 379,222 $ 271,706 $ 193,928
======== ========= ========= ========= ========= =========
Long-term debt......... $167,669 $ 167,214 $ 12,283 $ 12,856 $ 36,028 $ 37,059
======== ========= ========= ========= ========= =========
Investments and
advances from Snyder
Communications........ $238,238 $ 209,326 $ 351,232 $ 122,008 $ 68,805 $ 36,313
======== ========= ========= ========= ========= =========
</TABLE>

126
<PAGE>

CIRCLE.COM

SELECTED FINANCIAL DATA
(in thousands)

The following table summarizes historical financial data of Circle.com and is
qualified in its entirety by reference to, and should be read in conjunction
with, the Circle.com historical financial statements and related notes included
in Snyder Communications' Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 and Quarterly Report on Form 10-Q for the six months ended
June 30, 2000. The historical financial data for the years ended December 31,
1999, 1998 and 1997 have been derived from the audited combined financial
statements of Circle.com. There were no operations of Circle.com prior to 1996.
Historical financial information may not be indicative of Circle.com's future
performance. The operations of Circle.com were contained within the Brann
Worldwide and Arnold Communications networks of Snyder Communications until May
1999 when they were coordinated under the name Circle.com and placed under the
responsibility of a single management team. Prior to their respective
acquisition, some of the U.S.-based acquirees were not subject to federal or
state income taxes. Consequently, pro forma net income (loss) respresents net
income (loss) adjusted to reflect a provision for income taxes as if all
companies acquired by Circle.com which were accounted for as poolings of
interests had been taxed similarly to a C corporation for all periods prior to
their acquisition by Circle.com.

<TABLE>
<CAPTION>
For the Six Months
Ended June 30, For the Years Ended December 31,
----------------------- ----------------------------------------
2000 1999 1999 1998 1997 1996
----------- ----------- -------- -------- ------- -----------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net revenues........... $ 34,397 $12,347 $ 35,726 $ 13,514 $ 5,567 $ 3,308
======== ======= ======== ======== ======= =======
Net loss............... $(10,829) $(2,391) $(14,390) $ (2) $ (130) $ (240)
======== ======= ======== ======== ======= =======
Unaudited:
Pro forma net income
(loss)................ $(10,829) $(2,391) $(14,390) $ 123 $ (741) $ (545)
======== ======= ======== ======== ======= =======
Balance Sheet Data:
Total assets........... $115,520 $112,975 $ 13,697 $ 2,932 $ 1,441
======== ======== ======== ======= =======
Long-term debt......... $ 23,565 $ 23,750 $ -- $ -- $ --
======== ======== ======== ======= =======
Investments and
advances from Snyder
Communications........ $ 53,572 $ 62,192 $ 9,106 $ 1,531 $ 770
======== ======== ======== ======= =======
</TABLE>

127
<PAGE>

PRINCIPAL SHAREHOLDERS OF HAVAS ADVERTISING

The following table shows, to Havas Advertising's knowledge, as of May 23,
2000, the number of shares and the percentage of the Havas Advertising shares
owned by

. each person known to Havas Advertising to be the owner of more than 10%
of its outstanding shares and

. its directors and executive officers as a group

Havas Advertising holds 6,000,000 shares as treasury stock. These Havas
Advertising shares do not have voting rights. As a result, the percentage of
the issued Havas Advertising shares owned by each of Havas Advertising's
shareholders translates into a slightly greater percentage of total voting
rights.

<TABLE>
<CAPTION>
Percentage Percentage
of of
Number of Issued Voting
Identity of Person or Group Shares Shares Rights
--------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Havas S.A.(1) .......................... 29,939,200 18.7 19.4
Putnam Investment Management, Inc. and
The Putnam Advisory Company, Inc. ..... 16,070,980 10.0 10.4
All directors and executive officers of
Havas Advertising as a group (19
persons, including Havas S.A.)......... 30,504,160 19.1 19.8
</TABLE>
--------
(1) Havas S.A. is a wholly owned subsidiary of Vivendi, a communications
and environmental services company. Eric Licoys, as Chairman and Chief
Executive Officer of Havas S.A., may be deemed to share voting power
with respect to the Havas Advertising shares owned by Havas S.A. and,
consequently, be a beneficial owner of those Havas Advertising shares.
Mr. Licoys disclaims any beneficial ownership of Havas Advertising
shares owned by Havas S.A.

As of May 23, 2000, Havas S.A. owned approximately 19.4% of Havas
Advertising's outstanding shares. In addition, Havas S.A., represented by Eric
Licoys, serves on Havas Advertising's board of directors and two executive
officers of Havas S.A., Nicholas Duhamel and Jean-Laurent Nabet, also are
members of Havas Advertising's board of directors. In addition, Alain de
Pouzilhac, the Chairman and Chief Executive Officer of Havas Advertising since
1989, is also an officer of Havas S.A. Mr. de Pouzilhac was appointed as Havas
Advertising's Chairman and Chief Executive Officer at the request of Havas S.A.
and has no formal employment agreement with Havas Advertising. As a result, Mr.
de Pouzilhac may terminate his position as Chairman and Chief Executive Officer
of Havas Advertising at any time, whether at the request of Havas S.A. or
otherwise.

Havas Advertising has obtained 14 consecutive approvals from its shareholders
to buy-back Havas Advertising shares within the limits set by French law. See
"Description of Havas Advertising Share Capital--Repurchases of Havas
Advertising Shares." In 1999, pursuant to shareholders' resolutions adopted on
May 27, 1998 and June 17, 1999, respectively, Havas Advertising purchased
161,400 Havas Advertising shares at an average price of (Euro)8.45, excluding
transaction costs ((Euro)8.06 including transaction costs) and Havas
Advertising sold 1,497,100 Havas Advertising shares at an average price of
(Euro)8.08, excluding transaction costs ((Euro)8.06 including transaction
costs). Havas Advertising has not purchased or sold any Havas Advertising
shares under these authorizations in 2000. On May 23, 2000, Havas Advertising's
shareholders renewed their authorization for Havas Advertising to purchase its
own shares, subject to the following conditions: (A) the number of Havas
Advertising shares purchased must not exceed 10% of the total share capital of
Havas Advertising and (B) the aggregate amount spent by Havas Advertising must
not be more than (Euro)250 million. Under this authorization, as of August 18,
2000 Havas Advertising had agreed to purchase 76,050 Havas Advertising shares
on the monthly settlement market of the Premier Marche of the Paris Bourse, at
prices ranging from (Euro)22.20 to (Euro)23.50. Settlement of these purchases
will occur on August 31, 2000.

128
<PAGE>

PRINCIPAL STOCKHOLDERS OF SNYDER COMMUNICATIONS

Set forth below is specified information as of August 15, 2000, with respect
to the beneficial ownership of common stock of Snyder Communications by
. each person who, to the knowledge of Snyder Communications, is the
beneficial owner of more than 5% of outstanding common stock
. each director and
. each executive officer.

The number of shares listed next to each person's name reflects any vested
options to purchase shares of either SNC common stock or Circle.com common
stock (including, where noted, any options that will vest upon a change of
control of Snyder Communications).

<TABLE>
<CAPTION>
Name and Address of Nature of Number of Percentage
Beneficial Owner Beneficial Ownership Shares of Class (1)
------------------- ----------------------- ----------- ------------
<S> <C> <C> <C>
Daniel M. Snyder........ SNC common stock 9,685,344 (2)(19) 13.2
Circle.com common stock 2,416,335 (3)(19) 10.5
Michele D. Snyder....... SNC common stock 3,968,306 (4)(19) 5.4
Circle.com common stock 987,076 (5)(19) 4.3
Mortimer B. Zuckerman... SNC common stock 4,885,236 (6)(19) 6.7
Circle.com common stock 1,221,309 (7)(19) 5.4
Fred Drasner............ SNC common stock 2,215,616 (8)(19) 3.1
Circle.com common stock 553,902 (9)(19) 2.4
A. Clayton Perfall...... SNC common stock 562,763 (10) *
Circle.com common stock 139,440 (11) *
Mark E. Jennings........ SNC common stock 52,338 (12) *
Circle.com common stock 13,085 (13) *
Philip Guarascio........ SNC common stock 47,738 (12) *
Circle.com common stock 11,935 (13) *
All directors and
executive officers of
Snyder Communications
as a group............. SNC common stock 21,417,341 (14) 28.6
Circle.com common stock 5,343,082 (15) 22.9
Capital Research and.... SNC common stock 7,385,000 (16) 10.2
Management Company Circle.com common stock 1,196,250 (16) 5.3
K Capital Partners,
LLC.................... Circle.com common stock 1,295,400 (17) 5.7
Havas Advertising....... SNC common stock 19,972,431 (18) 27.6
Circle.com common stock 4,983,106 (18) 21.9
</TABLE>

--------
* Denotes less than 1%.

(1) Based upon 72,423,503 shares of SNC common stock and 22,742,878 shares of
Circle.com common stock outstanding as of August 15, 2000.

(2) Includes 909,504 options to purchase shares of SNC common stock which will
vest immediately prior to the effective time of the merger. Includes
2,921,490 shares subject to forward purchase contracts. Amount of shares
includes those shares beneficially owned by Daniel M. Snyder and Michele D.
Snyder under the DMS Endowment, LLC Operating Agreement dated September 18,
1997, and amended September 30, 1997. The address for Daniel M. Snyder is
6903 Rockledge Drive, 15th Floor, Bethesda, Maryland, 20817.

129
<PAGE>

(3) Includes 227,376 options to purchase shares of Circle.com common stock
which will vest immediately prior to the effective time of the merger.
Includes 730,373 shares of Circle.com stock subject to forward purchase
contracts. The number of shares of Circle.com common stock includes those
shares beneficially owned by Daniel M. Snyder and Michele D. Snyder under
the DMS Endowment, LLC Operating Agreement dated September 18, 1997, and
amended September 30, 1997.

(4) Includes 454,752 options to purchase shares of SNC common stock which will
vest immediately prior to the effective time of the merger. Includes
1,694,928 shares subject to forward purchase contracts. DMS Endowment, LLC
owns 1,416,480 of the shares subject to forward purchase contracts, and Ms.
Snyder is the beneficial owner of all of these shares. The number of shares
includes those shares beneficially owned by Daniel M. Snyder and Michele D.
Snyder under the DMS Endowment, LLC Operating Agreement dated September 18,
1997, and amended September 30, 1997. The address for Michele D. Snyder is
6903 Rockledge Drive, 15th Floor, Bethesda, Maryland, 20817.

(5) Includes 113,688 options to purchase shares of Circle.com common stock
which will vest immediately prior to the effective time of the merger.
Includes 423,732 shares of Circle.com common stock subject to forward
purchase contracts. DMS Endowment, LLC owns 354,120 of the shares subject
to forward purchase contracts, and Ms. Snyder is the beneficial owner of
all of these shares. The number of shares includes those shares
beneficially owned by Daniel M. Snyder and Michele D. Snyder under the DMS
Endowment, LLC Operating Agreement dated September 18, 1997, and amended
September 30, 1997.

(6) Includes 25,000 options to purchase shares of SNC common stock which will
vest immediately prior to the effective time of the merger. Includes shares
of SNC common stock held by USN College Marketing, L.P. ("College
Marketing") (a limited partnership in which USN College Marketing, Inc.
("USN Inc.") is the general partner and Fred Drasner is the sole limited
partner) and attributable to USN Inc.'s general partnership interest in
College Marketing. USN Inc. is owned one-third by Mortimer B. Zuckerman and
two-thirds by the MBZ Trust of 1996, for which an outside person acts as
the Trustee. Mr. Zuckerman is the sole director of USN Inc. Includes
634,610 shares of SNC common stock subject to a forward purchase contract.
Mr. Zuckerman's address is 599 Lexington Avenue, Suite 1300, New York, New
York 10022. The address of MBZ Trust of 1996 is c/o Boston Properties, 8
Arlington Street, Boston, Massachusetts 02116.

(7) Includes 6,250 options to purchase shares of Circle.com common stock which
will vest immediately prior to the effective time of the merger. Includes
shares of Circle.com common stock held by College Marketing and
attributable to USN Inc.'s general partnership interest in College
Marketing. USN Inc. is owned one-third by Mortimer B. Zuckerman and two-
thirds by the MBZ Trust of 1996, for which an outside person acts as the
Trustee. Mr. Zuckerman is the sole director of USN Inc. Includes 158,653
shares of Circle.com common stock subject to a forward purchase contract.

(8) Includes 25,000 options to purchase shares of SNC common stock which will
vest immediately prior to the effective time of the merger. Includes (A)
325,303 shares of SNC common stock owned by Mr. Drasner in his individual
capacity and over which he exercises sole voting and investment discretion,
(B) 1,065,403 shares of SNC common stock beneficially owned by Mr. Drasner
as limited partner in College Marketing and (C) 800,000 shares of SNC
common stock beneficially owned by Mr. Drasner as a result of his ownership
of F.D. Sutton, LLC ("Sutton"), a limited liability company of which Mr.
Drasner is the sole member. Includes 1,298,440 shares subject to forward
purchase contracts.

(9) Includes 6,250 options to purchase shares of Circle.com common stock which
will vest immediately prior to the effective time of the merger. Includes
(A) 81,325 shares of Circle.com common stock owned by Mr. Drasner in his
individual capacity and over which he exercises sole voting and investment
discretion, (B) 266,327 shares of Circle.com common stock beneficially
owned by Mr. Drasner as limited partner in

130
<PAGE>

College Marketing and (C) 200,000 shares of Circle.com common stock
beneficially owned by Mr. Drasner as a result of his ownership of Sutton.
Includes 324,610 shares subject to forward purchase contracts.

(10) Includes 60,634 and 60,621 options to purchase shares of SNC common stock
which will vest immediately prior to the effective time of the merger and
on September 4, 2000, respectively.

(11) Consists of options to purchase shares of Circle.com common stock which
will be exercisable at the effective time of the merger, 15,158 of which
will vest immediately prior to the effective time of the merger and
15,155 of which will vest on September 4, 2000.

(12) Includes 25,000 options to purchase shares of SNC common stock which will
vest immediately prior to the effective time of the merger.

(13) Includes 6,250 options to purchase shares of Circle.com common stock
which will vest immediately prior to the effective time of the merger.

(14) Includes 1,585,511 options to purchase shares of SNC common stock which
will vest prior to the effective time of the merger.

(15) Includes 396,377 options to purchase shares of Circle.com common stock
which will vest prior to the effective time of the merger.

(16) Reported on Schedule 13G filed with the SEC on February 16, 2000.

(17) Reported on Schedule 13D filed with the SEC on August 17, 2000, by a
group of entities which comprise a limited partnership of which K Capital
Partners, LLC is the general partner and which therefore has the sole
power to vote and the sole power to dispose of the shares.

(18) Havas Advertising has entered into a voting agreement with each of Daniel
M. Snyder, Michele D. Snyder, Mortimer B. Zuckerman, Fred Drasner and
their affiliates and Charles E Smith Jewish Day School of Greater
Washington, Inc., under which Havas Advertising and Jacques Herail and
Bob Schmetterer, as officers of Havas Advertising, have received an
irrevocable proxy to vote the shares of SNC common stock and Circle.com
common stock owned by Mssrs. Snyder, Zuckerman and Drasner and Ms. Snyder
and their affiliates and Charles E. Smith Jewish Day School at the Snyder
Communications special meeting for adoption of the merger and against
other transactions that would impede or delay completion of the
transaction. See footnote (19).

(19) Each of Daniel M. Snyder, Michele D. Snyder, Mortimer B. Zuckerman and
Fred Drasner and their affiliates and Charles E. Smith Jewish Day School
of Greater Washington, Inc. who, in the aggregate, own 19,972,431 shares
of SNC common stock and 4,983,106 shares of Circle.com common stock,
representing approximately 27% of the aggregate voting rights of the
outstanding shares of SNC common stock and Circle.com common stock, have
entered into a voting agreement with Havas Advertising under which they
have agreed to vote their shares at the Snyder Communications special
meeting for adoption of the merger and against other transactions that
would impede or delay completion of the merger. These shareholders may
be deemed a "group" under the SEC's beneficial ownership rules and as a
group, would be deemed to acquire beneficial ownership of all such
shares. Each of such person has given to Havas Advertising and Jacques
Herail and Bob Schmetterer, as officers of Havas Advertising, an
irrevocable proxy to vote their shares at the Snyder Communications
special meeting for adoption of the merger and against other
transactions that would impede or delay completion of the merger.

Daniel M. Snyder, Michele D. Snyder, Mortimer Zuckerman and Fred Drasner,
either individually or through their affiliates, own shares that are subject
to forward purchase contracts with unaffiliated third parties. The contracts
obligate the contracting party to deliver shares or cash on pre-arranged
settlement dates. To the extent that the value of the SNC common stock
appreciates between the date of each contract and its settlement date, the
number of shares or amount of cash that must be delivered on the settlement
date is reduced in accordance with a formula contained in the applicable
contract. Prior to the settlement date, the beneficial owner or his or her
affiliate retains voting and dividend rights for the shares that are the
subject of each contract. A disposition of Snyder Communications by merger
would accelerate the settlement date in each forward purchase contract. For
more information on the forward purchase contracts, see "Restrictions on
Resales by Affiliates."

131
<PAGE>

DESCRIPTION OF HAVAS ADVERTISING SHARE CAPITAL

General

Havas Advertising is a societe anonyme, a corporation organized under the
laws of France.

In this section, Havas Advertising summarizes material information concerning
its share capital, together with material provisions of applicable French law
and its Articles of Association, or statuts. An unofficial English translation
of Havas Advertising's statuts is included as an exhibit to the registration
statement of which this proxy statement/prospectus forms a part. Copies of
Havas Advertising's statuts in French may be obtained from the Greffe of the
Registry of Commerce and Companies of Nanterre, France.

Havas Advertising's statuts specify that its corporate affairs are governed
by the French Company Law No. 66-537 of July 24, 1966 and the statuts
themselves.

Share Capital

Havas Advertising's share capital at August 15, 2000 was (Euro)65,132,160
represented by 162,830,400 shares of (Euro)0.40 each (186,710,341 Havas
Advertising shares on a fully diluted basis, assuming the exercise of all
outstanding options, warrants and rights). All of the Havas Advertising shares
are fully paid.

Shareholders' Meetings and Voting Rights

General. In accordance with the French Company Law, there are two types of
general shareholders' meetings, ordinary and extraordinary.

Ordinary general shareholders' meetings are required for matters such as:

. electing, replacing and removing directors

. appointing independent auditors

. approving the annual accounts

. declaring dividends or authorizing dividends to be paid in Havas
Advertising shares and

. issuing specific types of debt securities.

Extraordinary general shareholders' meetings are required for approval of
matters such as amendments to Havas Advertising's statuts, including any
amendment required for extraordinary corporate actions. Extraordinary corporate
actions include:

. changing Havas Advertising's name or corporate purpose

. increasing or decreasing Havas Advertising share capital

. creating a new class of equity securities

. authorizing the issuance of investment certificates, convertible or
exchangeable securities

. establishing any other rights to equity securities

. selling or transferring substantially all of Havas Advertising's assets
and

. the voluntary liquidation of Havas Advertising.

132
<PAGE>

Convening Ordinary and Extraordinary Meetings. French Company Law requires
Havas Advertising's board of directors to convene an annual ordinary general
shareholders' meeting to approve the annual financial statements. This meeting
must be held within six months of the end of each fiscal year. This period may
be extended by an order of the President of the Tribunal de Commerce. The board
of directors may also convene an ordinary or extraordinary shareholders'
meeting upon proper notice at any time during the year. If the board of
directors fails to convene a shareholders' meeting, Havas Advertising's
independent auditors may call the meeting. In a bankruptcy, Havas Advertising's
liquidator or court-appointed agent may also call a shareholders' meeting in
some instances. At any time, any of the following may request the court to
appoint an agent to call a shareholders' meeting:

. one or several shareholders holding at least 10% of Havas Advertising's
share capital

. any interested party in cases of urgency or

. duly qualified associations of shareholders who have held their shares
in registered form for at least two years and who together hold at least
one percent of the voting rights of Havas Advertising.

Notice of Shareholders' Meetings. Havas Advertising must announce general
meetings at least 30 days in advance by means of a preliminary notice which is
published in the Bulletin des Annonces Legales Obligatoires, or "BALO." The
preliminary notice must first be sent to the Commission des Operations de
Bourse, or "COB." The COB also recommends that the preliminary notice should be
published in a financial newspaper of national circulation in France. It must
contain, among other things, the time, date and place of the meeting, the
agenda, a draft of the resolutions to be submitted to the shareholders, a
description of the procedures which holders of bearer shares must follow to
attend the meeting and the procedure for voting by mail.

At least 15 days prior to the date set for the meeting on first call, and at
least six days before any second call, Havas Advertising must send a final
notice containing the final agenda and other information for the meeting. The
final notice must be sent by mail to all registered shareholders who have held
shares for more than one month prior to the date of the preliminary notice and
published in a newspaper authorized to publish legal announcements in the local
administrative department (departement) in which Havas Advertising is
registered as well as in the BALO, with prior notice having been given to the
COB.

Actions To Be Taken At Shareholders' Meetings. In general, shareholders can
only take action at shareholders' meetings on matters listed on the agenda for
the meeting. As an exception to this rule, shareholders may take action with
respect to the dismissal of directors and various other matters even though
these actions have not been included on the agenda. Additional resolutions to
be submitted for approval by the shareholders at the meeting may be proposed to
the board of directors within ten days of the publication of the preliminary
notice in the BALO by:

. one or several shareholders holding a specified percentage of shares or

. a duly qualified association of shareholders who have held their shares
in registered form for at least two years and who together hold at least
1% of its voting rights

The board of directors must submit these resolutions to a vote of the
shareholders.

During the two weeks preceding a meeting of shareholders, any shareholder may
submit written questions to the board of directors relating to the agenda for
the meeting. The board of directors must respond to these questions.

Attendance and Voting at Shareholders' Meetings. Each Havas Advertising share
confers on the shareholder the right to one vote, except the Havas Advertising
shares held as treasury stock by Havas Advertising, in respect of which Havas
Advertising is not entitled to vote. Shareholders may attend ordinary general
meetings and extraordinary general meetings and exercise their voting rights
subject to the conditions specified in the French Company Law and statuts.
There is no requirement that a shareholder have a minimum number of shares in
order to attend or to be represented at an ordinary or extraordinary general
meeting.

133
<PAGE>

Under some circumstances, French Company Law limits a shareholder's right to
vote. In particular:

. shares held by Havas Advertising or by an entity directly or indirectly
under the control of Havas Advertising are not entitled to voting
rights, as discussed above,

. shares held by shareholders who paid in-kind for any shares are not
entitled to voting rights with respect to resolutions relating to the
contribution in-kind and

. shares held by interested parties are not entitled to voting rights with
respect to resolutions relating to those shareholders.

In order to participate in any general meeting, a holder of shares held in
registered form must have its shares registered in its name in a shareholder
account maintained by Havas Advertising or on the shareholder's behalf by an
agent appointed by Havas Advertising at least five days prior to the date set
for the meeting. A holder of bearer shares must obtain a certificate from the
accredited intermediary with whom the holder has deposited its shares. This
certificate must indicate the number of bearer shares the holder owns and must
state that these shares are not transferable until the time fixed for the
meeting. The holder must deposit this certificate at the place specified in the
notice of the meeting at least five days before the meeting.

Proxies and Votes By Mail. In general, all shareholders who have properly
registered their shares or duly presented a certificate from their accredited
financial intermediary may participate in general meetings either in person or
by proxy. In addition, shareholders may vote by mail.

Proxies will be sent to any shareholder on request. In order to be counted,
proxies must be received at Havas Advertising's registered office, or at any
other address indicated on the notice convening the meeting, prior to the date
of the meeting. A shareholder may grant proxies to his or her spouse or to
another shareholder. A shareholder that is a corporation may grant proxies to a
legal representative. Alternatively, the shareholder may send Havas Advertising
a blank proxy without nominating any representative. In this case, the chairman
of the meeting will vote the blank proxies in favor of all resolutions proposed
by the board of directors and against all others.

With respect to votes by mail, Havas Advertising must send shareholders a
voting form. The completed form must be returned to Havas Advertising at least
three days prior to the date of the shareholders' meeting.

Quorum. French Company Law requires that shareholders having at least 25% of
the shares entitled to voting rights must be present in person or by proxy or
voting by mail to fulfill the quorum requirement for:

. an ordinary general meeting

. an extraordinary general meeting where an increase in share capital is
proposed through incorporation of reserves, profits or share premium

The quorum requirement is 33 1/3% of the shares entitled to voting rights, on
the same basis, for any other extraordinary general meeting.

If a quorum is not present at a meeting, the meeting is adjourned. When an
adjourned meeting is resumed, there is no quorum requirement for an ordinary
meeting or for an extraordinary general meeting where an increase in Havas
Advertising's share capital is proposed through incorporation of reserves,
profits or share premium. However, only questions which were on the agenda of
the adjourned meeting may be discussed and voted upon. In the case of any other
reconvened extraordinary general meeting, shareholders having at least

134
<PAGE>

25% of outstanding voting rights must be present in person or by proxy or
voting by mail for a quorum. If a quorum is not present, the reconvened meeting
may be adjourned for a maximum of two months. No deliberation by the
shareholders may take place without a quorum.

Required Votes. A simple majority of shareholders present or represented at
the general meeting may pass a resolution at either an ordinary general meeting
or an extraordinary general meeting concerning a capital increase by
incorporation of reserves, profits or share premium. At any other extraordinary
general meeting, a two-thirds majority of the shareholders present or
represented at the general meeting is required. A unanimous shareholder vote is
required to increase liabilities of shareholders.

Abstention from voting by those present or those represented by proxy or
voting by mail is counted as a vote against the resolution submitted to a
shareholder vote.

Class Quorum and Voting. Shareholder rights can be amended only after an
extraordinary general meeting of the class of shareholders affected has taken
place. Two-thirds of the shares of the affected class voting either in person
or by mail or proxy must approve any proposal to amend shareholder rights. The
voting and quorum requirements applicable to this type of special meeting are
the same as those applicable to an extraordinary general meeting, except that
the quorum requirements for a special meeting are 50% of the voting shares, or
25% upon resumption of an adjourned meeting. As previously noted, Havas
Advertising shares currently constitute Havas Advertising's only class of
capital stock.

Financial Statements and Other Communications with Shareholders. For any
shareholders' meeting, Havas Advertising must provide a set of documents
including its annual report and a summary of the results of the five previous
fiscal years to any shareholder who so requests.

Dividends

Distributable Profits. Havas Advertising may only distribute dividends out
of its "distributable profits," plus any amounts held in its reserve which the
shareholders decide to make available for distribution, other than those
reserves which are specifically required by law or Havas Advertising's statuts.
"Distributable profits" consist of unconsolidated net profit in each fiscal
year, as increased or reduced by any profit or loss carried forward from prior
years, less any contributions to the reserve accounts which are required by law
or Havas Advertising's statuts.

Legal Reserve. French Company Law provides that French societes anonymes
such as Havas Advertising must allocate 5% of their unconsolidated statutory
net profit for each year to their legal reserve fund before dividends may be
paid with respect to that year. Funds must be allocated until the amount in the
legal reserve is equal to 10% of the aggregate nominal value of the issued and
outstanding share capital. This restriction on the payment of dividends also
applies to each of Havas Advertising's French subsidiaries on an unconsolidated
basis. The legal reserve of Havas Advertising or its French subsidiaries may
only be distributed to shareholders upon liquidation of the company.

Approval of Dividends. According to French Company Law, Havas Advertising's
board of directors may propose a dividend for approval by its shareholders at
the annual ordinary general meeting of shareholders. If Havas Advertising has
earned distributable profits since the end of the preceding fiscal year, as
reflected in an interim income statement certified by Havas Advertising's
auditors, the board of directors may distribute interim dividends to the extent
of the distributable profits for the period covered by the interim income
statement. The board of directors exercises this authority subject to French
law and regulations and may do so without obtaining shareholder approval.

Distribution of Dividends. Dividends are distributed to Havas Advertising
shareholders pro rata according to their respective holdings of shares.
Outstanding dividends are payable to shareholders on the date of the
shareholders' meeting at which the distribution of dividends is approved. In
the case of interim

135
<PAGE>

dividends, distributions are made to shareholders on the date of the board of
directors' meeting in which the distribution of interim dividends is approved.
The actual dividend payment date is decided by the shareholders in an ordinary
general meeting, or by the board of directors in the absence of such a decision
by the shareholders. Havas Advertising's statuts provide that the shareholders'
meeting may grant each shareholder an option to receive all or a part of the
dividend to be distributed in cash or in shares.

Timing of Payment. According to French Company Law, Havas Advertising must
pay any dividends within nine months of the end of its fiscal year, unless
otherwise authorized by court order. Dividends on shares that are not claimed
within five years of the date of declared payment revert to the French state.

Changes in Share Capital

Increases in Share Capital. As provided by the French Company Law, Havas
Advertising's share capital may be increased only with the shareholders'
approval at an extraordinary general meeting following the recommendation of
the board of directors. Increases in Havas Advertising's share capital may be
effected by:

. issuing additional shares

. increasing the nominal value of existing shares or

. creating a new class of equity securities.

Increases in share capital by issuing additional securities may be effected
through one or a combination of the following:

. for cash

. for assets contributed in kind

. by conversion of debt securities previously issued

. by capitalization of profits, reserves or share premiums or

. subject to various conditions, in satisfaction of debt incurred by
Havas Advertising

Decisions to increase the share capital through the capitalization of
reserves, profits and/or share premiums require the approval of an
extraordinary general meeting, acting under the quorum and voting requirements
applicable to ordinary shareholders' meetings. Increases effected by an
increase in the nominal value of shares require unanimous approval of the
shareholders, unless effected by capitalization of reserves, profits or share
premiums. All other capital increases require the approval of an extraordinary
general meeting. See "--Shareholders' Meetings and Voting Rights."

The shareholders may delegate the right to carry out any increase in share
capital to the board of directors, provided that the increase has been
previously authorized by the shareholders. The board of directors may further
delegate this right to Havas Advertising's Chairman and Chief Executive
Officer.

Decreases in Share Capital. According to the French Company Law, any
decrease in Havas Advertising's share capital requires approval by the
shareholders entitled to vote at an extraordinary general meeting. In the case
of a capital reduction, other than a reduction to absorb losses or a reduction
as part of a program to purchase Havas Advertising's own shares, all
shareholders must be offered the possibility to participate in such a
reduction. The share capital may be reduced either by decreasing the nominal
value of the outstanding share capital or by reducing the number of outstanding
shares. The number of outstanding shares may be reduced either by an exchange
of shares or by the repurchase and cancellation of shares.

136
<PAGE>

Preferential Subscription Rights

According to the French Company Law, if Havas Advertising issues specified
kinds of additional securities, current shareholders have preferential
subscription rights to these securities on a pro rata basis. These preferential
rights require Havas Advertising to give priority treatment to those
shareholders. The rights entitle the individual or entity that holds them to
subscribe to the issuance of any securities that may increase the share capital
of Havas Advertising by means of a cash payment or a set-off of cash debts.
Preferential subscription rights are transferable during the subscription
period relating to a particular offering. These rights may also be traded
during the subscription period usually by transfer from one account to another.

A two-thirds majority of the shares entitled to vote at an extraordinary
general meeting may vote to waive preferential subscription rights with respect
to any particular offering. French law requires that Havas Advertising's board
of directors and independent auditors present reports that specifically address
any proposal to waive preferential subscription rights. In the event of a
waiver, the issue of securities must be completed within the period prescribed
by law. The shareholders may also decide at an extraordinary general meeting to
give the existing shareholders a non-transferable priority right to subscribe
to the new securities, during a limited period of time. Shareholders also may
notify Havas Advertising that they wish to waive their own preferential
subscription rights with respect to any particular offering if they so choose.

A two-thirds majority of the shares whose holders are present or represented
by proxy and entitled to vote at an extraordinary general meeting may also
grant to existing shareholders a non-transferable form of preferential rights
to subscribe to any new securities that may affect Havas Advertising's share
capital.

Repurchases of Havas Advertising Shares

Under French law, Havas Advertising may not issue shares to itself. However,
Havas Advertising may, either directly or through a financial intermediary
acting on its behalf, purchase Havas Advertising shares for one of five
purposes:

. to stabilize the market price of its shares

. to provide shares for acquisition transactions

. to provide shares to Havas Advertising's employees under a profit-
sharing plan or stock option plan

. to provide shares for issuance in connection with the exercise,
conversion or exchange of securities exercisable, convertible or
exchangeable for its shares

. to reduce Havas Advertising's share capital by canceling the shares it
purchases, with its shareholders' approval at an extraordinary general
meeting

Havas Advertising may acquire up to 10% of its share capital, provided Havas
Advertising shares are listed on a regulated market (e.g. the Premier Marche,
the Second Marche or the Nouveau Marche). To acquire Havas Advertising shares
for this purpose, Havas Advertising first must file a note d'information that
has received the approval, or visa of the COB and obtain its shareholders'
approval at an ordinary general meeting.

See "Principal Shareholders of Havas Advertising" for a description of the
share repurchase programs approved by Havas Advertising shareholders.

Trading in Havas Advertising's Own Shares

Under Reglement No. 90-04 of the COB, as amended, Havas Advertising may not
trade in its own shares for the purpose of manipulating the market. There are
three requirements for trades by Havas Advertising in its own shares to be
considered valid. Specifically, in order to be valid:

. trades must be executed on behalf of Havas Advertising by only one
intermediary in each trading session, except during the period of
issuance of any securities if the trades are made to ensure the success
of the issuance

137
<PAGE>

. any block trades may not be made at a price above the current market
price and

. each trade must be made at a price that falls between the lowest and the
highest trading price of the trading session during which it is
executed.

If Havas Advertising shares are continuously quoted (cotation en continu), as
they currently are, then a trade by Havas Advertising of its own shares must
meet three further requirements to be considered valid:

. the trade must not influence the determination of the quoted price
before the opening of trading, at the first trade of the shares, at the
reopening of trading following a suspension, or, as applicable, in the
last half-hour of any trading session or at the fixing of the closing
price

. the trade must not be carried out in order to influence the price of a
derivative instrument relating to the Havas Advertising shares and

. the trade must not account for more than 25% of the average total daily
trading volume on the Paris Bourse in the shares during the five trading
days immediately preceding the trade.

This last requirement applies only to trades in shares, like Havas Advertising
shares, that are traded on the monthly settlement market.

However, there are two periods during which Havas Advertising is not
permitted to trade in its own securities: the 15-day period before the date on
which Havas Advertising makes its consolidated or annual accounts public, and
the period beginning on the date at which Havas Advertising becomes aware of
information that, if disclosed, would have a significant impact on the market
price of its securities and ending on the date this information is made public.

After making an initial purchase of its own shares, Havas Advertising must
file monthly reports with the COB and the Conseil des Marches Financiers or
"CMF" that contain specified information about subsequent transactions. The CMF
makes this information publicly available.

Convertible/Exchangeable Bonds, Warrants and Stock Options

The general shareholders' meeting of May 27, 1998 authorized Havas
Advertising's board of directors to issue bonds convertible and/or exchangeable
into newly-issued or existing shares of Havas Advertising, without preferential
subscription rights, up to a maximum aggregate principal amount of
(Euro)457,347,051. On the basis of this authorization, in February 1999, Havas
Advertising issued 1,223,405 convertible bonds, each with a nominal value of
(Euro)188, for an aggregate principal amount of (Euro)230,000,140. The interest
rate is 1.0%, payable annually in arrears on the first day of January of each
year and the gross yield to maturity is 1.75%, assuming no conversion or
redemption takes place prior to maturity. The bonds have a maturity date of
January 1, 2004. Each bond is convertible and/or exchangeable into 20 newly-
issued or existing shares of Havas Advertising at any time at the conversion
rate of 20 shares for one bond, subject to adjustment for transactions
including mergers and acquisitions and distributions of reserves or financial
instruments. The bonds have a redemption value on maturity of (Euro)195.13 per
bond (i.e. a premium of (Euro)7.13). Havas Advertising has the option to redeem
the bonds at any time from January 1, 2002 until December 31, 2003, at an early
redemption price that guarantees the holder of the bond a yield to maturity
equivalent to the rate the holder of the bond would have obtained in the event
of redemption at maturity. Havas Advertising also has the option to redeem the
bonds at par value plus accrued interest when less than 10% of the bonds issued
remain outstanding. Havas Advertising has agreed not to give any other bonds
any preference over the bonds, or reduce its share capital or alter the way it
allocates profits. At August 15, 2000, 705,130 bonds had been converted into
14,102,600 shares of Havas Advertising. There is no guarantee or other security
of Havas Advertising's obligations under the bonds.

As of August 15, 2000, Havas Advertising had outstanding 5,380,381 warrants
to purchase or subscribe for 5,380,381 Havas Advertising shares (subject to
adjustment on the occurrence of dilutive events). The warrants were issued on
May 13, 1998. Each warrant will entitle the holder thereof to purchase or
subscribe for one Havas Advertising share (subject to adjustment on the
occurrence of dilutive events) at an exercise price of (Euro)9.15 per share.
Warrants that have not been exercised on or before May 13, 2001 will expire.

138
<PAGE>

The shareholders of Havas Advertising have authorized the board of directors
to grant, on one or more occasions over a period of five years, options to
subscribe for new shares under the conditions stipulated in Articles 208-1 to
208-8-1 of the Corporate Law of July 24, 1966 within the limit of 2.5% of the
share capital, for the benefit of persons as it may designate among its
executives and senior management and affiliated companies within the meaning of
Article 208-4 of that law. For information relating to the options granted by
the boards of directors, see "Management of Havas Advertising and the Surviving
Corporation--Options to Purchase Securities from Havas Advertising."

Form, Holding and Transfer of Havas Advertising Shares

Form of Havas Advertising Shares. Havas Advertising's statuts provide that
Havas Advertising shares may be held in registered or bearer form.

Holding of Havas Advertising Shares. In accordance with French law
concerning dematerialization of securities, shareholders' ownership rights are
represented by book entries instead of share certificates. Havas Advertising
maintains a share account with Sicovam S.A. for all shares in registered form,
which is administered by Societe Generale. In addition, Havas Advertising
maintains separate accounts in the name of each of its shareholders either
directly, or, at a shareholder's request, through the shareholder's accredited
intermediary. Each shareholder account shows the name of the holder and the
number of shares held and, in the case of shares held through an accredited
intermediary, shows that they are so held. Societe Generale, as a matter of
course, issues confirmations to each registered shareholder as to shares
registered in the shareholder's account, but these confirmations are not
documents of title.

Shares held in bearer form are held on the shareholder's behalf in an account
maintained by an accredited intermediary and are registered in an account which
the accredited intermediary maintains with Sicovam. That account is separate
from Havas Advertising's share account with Sicovam. Each accredited
intermediary maintains a record of shares held through it and will issue
certificates of registration for the shares that it holds. Shares held in
bearer form may only be transferred through accredited intermediaries and
Sicovam. Havas Advertising's statuts permit it to request that Sicovam provide
it at any time with the identity of the holders of its shares or other
securities granting immediate or future voting rights, held in bearer form and
with the number of shares or other securities so held.

Transfer of Shares. Havas Advertising's statuts do not contain any
restrictions relating to the transfer of shares.

Registered shares must be converted into bearer form before being traded on
the Paris Bourse and, accordingly, must be registered in an account maintained
by an accredited intermediary. A shareholder may initiate a transfer by giving
instructions to the relevant accredited intermediary. For dealings on the Paris
Bourse, a tax assessed on the price at which the securities were traded, or
impot sur les operations de bourse, is payable at the rate of 0.3% on
transactions of up to (Euro)152,449 and at a rate of 0.15% on transactions
exceeding this amount, capped at (Euro)609.80 per transaction. This tax is
subject to a rebate of (Euro)22.87 per transaction. However, non-residents of
France are not required to pay this tax. In addition, a fee or commission is
payable to the broker involved in the transaction, regardless of whether the
transaction occurs within or outside France. Normally, no registration duty is
payable in France, unless the transfer instrument has been executed in France.

Requirements for Holdings Exceeding Specified Percentages

The French Company Law provides that any individual or entity, acting alone
or in concert with others, that becomes the owner, directly or indirectly, of
more than 5%, 10%, 20%, 33 1/3%, 50% or 66 2/3% of the outstanding shares or
voting rights of a publicly listed company in France, such as Havas
Advertising, or that increases or decreases its shareholding or voting rights
above or below any of those percentages, must notify the company within 15
calendar days of the date it crosses the threshold, of the number of shares and
ADSs it holds and their voting rights. The individual or entity must also
notify the CMF within five trading days of the date it crosses the threshold.

139
<PAGE>

French law and the COB regulations impose additional reporting requirements
on persons who acquire more than 10% or 20% of the outstanding shares or voting
rights of a publicly listed company. These persons must file a report with the
company, the COB and the CMF within 15 days of the date they cross the
threshold. In the report, the acquirer must specify its intentions for the
following 12-month period, including whether or not it intends to continue its
purchases, to acquire control of the company in question or to seek nomination
to the board of directors. The CMF makes the notice public. The acquirer may
amend its stated intentions, provided that it does so on the basis of
significant changes in its own situation or shareholders. Upon any change of
intention, it must file a new report.

Under CMF regulations, and subject to limited exemptions granted by the CMF,
any person or persons acting in concert owning in excess of 33 1/3% of the
share capital or voting rights of a publicly listed French company must
initiate a public tender offer for the balance of the share capital of such
company.

In addition, Havas Advertising's statuts require that any person who becomes,
directly or indirectly, the owner of more than 2% of its share capital or
voting rights must notify Havas Advertising within 15 days by registered mail,
return receipt requested, of the number of shares it holds. The same
notification requirement applies to each subsequent increase or decrease in
ownership of 2% or whole multiples of 2%. If a person does not comply with this
notification requirement, one or more shareholders holding 5% or more of its
share capital or voting rights may call a shareholders' meeting to deprive the
shares in excess of the relevant threshold of voting rights for all
shareholders' meetings for two years following the date on which the owner
complies with the notification requirements.

In order to permit holders to give the required notice, Havas Advertising
must publish in the BALO, no later than 15 calendar days after the annual
ordinary general meeting of shareholders, information regarding the total
number of voting rights outstanding as of the date of the meeting. In addition,
if the number of outstanding voting rights changes by 5% or more between two
annual ordinary general meetings, Havas Advertising must publish in the BALO,
within 15 calendar days of such change, the number of voting rights outstanding
and provide the CMF with a written notice. The CMF publishes the total number
of voting rights so notified by all listed companies in a weekly notice (avis),
mentioning the date each number was last updated. In order to facilitate
compliance with the notification requirements, a holder of ADSs may deliver any
such notification to the depositary and the depositary shall, as soon as
practicable, forward such notification to Havas Advertising and to the CMF.

If any person fails to comply with the legal notification requirement, the
shares or voting rights in excess of the relevant threshold will be deprived of
voting rights for all shareholders' meetings until the end of a two-year period
following the date on which the owner thereof complies with the notification
requirements. In addition, any shareholder who fails to comply with these
requirements may have all or part of its voting rights suspended for up to five
years by the Tribunal de Commerce, which is a French commercial court, and may,
at the request of the company's chairman, any shareholder or the COB, be
subject to a FF 120,000 fine.

Exchange Controls

French exchange control regulations currently do not limit the amount of
payments that Havas Advertising may remit to non-residents of France. Laws and
regulations concerning foreign exchange controls do require, however, that all
payments or transfers of funds made by a French resident to a non-resident be
handled by an accredited intermediary. In France, all registered banks and most
credit establishments are accredited intermediaries.

Ownership of Havas Advertising Shares or Havas Advertising ADSs by Non-French
Persons

French Company Law currently does not limit the right of non-residents of
France or non-French persons to own and vote shares or ADSs. However, non-
residents of France must file an administrative notice with French authorities
for any acquisition of a controlling interest in Havas Advertising. Under
existing administrative

140
<PAGE>

rulings, ownership of 20% or more of a company's share capital or voting rights
is regarded as a controlling interest, but a lower percentage might be held to
be a controlling interest in specified circumstances depending upon factors
such as:

. the acquiring party's intentions

. the acquiring party's ability to elect directors or

. financial reliance by the company on the acquiring party.

Liquidation Rights

If Havas Advertising is liquidated, any assets remaining after payment of its
debts, liquidation expenses and all of its remaining obligations will be
distributed first to repay in full the nominal value of its shares. Any surplus
will be distributed pro rata among its shareholders in proportion to the
nominal value of their shareholdings.

141
<PAGE>

DESCRIPTION OF AMERICAN DEPOSITARY SHARES AND AMERICAN DEPOSITARY RECEIPTS

American Depositary Receipts

Morgan Guaranty Trust Company of New York, as depositary, will issue the
Havas Advertising ADSs which holders of SNC common stock will be entitled to
receive in the merger. Each Havas Advertising ADS will represent an ownership
interest in one Havas Advertising share which Havas Advertising will deposit
with the custodian, as agent of the depositary, under the deposit agreement
among Havas Advertising, the depositary and each holder of Havas Advertising
ADRs. In the future, each Havas Advertising ADS will also represent any
additional Havas Advertising shares and any other securities, cash or other
property deposited with the depositary in respect of that Havas Advertising ADS
but not distributed by it directly to holders of Havas Advertising ADSs. Havas
Advertising ADSs will be evidenced by what are known as American Depositary
Receipts, or Havas Advertising ADRs.

The depositary's office is located at 60 Wall Street, New York, NY 10260.

Havas Advertising ADSs may be held either directly or indirectly through a
broker or other financial institution. If Havas Advertising ADSs are held
directly by a holder having a Havas Advertising ADS registered in the holder's
name on the books of the depositary, that holder will be a Havas Advertising
ADR holder. This description assumes Havas Advertising ADSs are held directly.
If Havas Advertising ADSs are held through a broker or financial institution
nominee, the procedures of the broker or financial institution must be relied
upon to assert the rights of a Havas Advertising ADR holder described in this
section. Persons who hold Havas Advertising ADSs through a broker or financial
institution nominee should consult with their broker or financial institution
to find out what those procedures are.

Because the depositary's nominee will actually be the registered owner of the
Havas Advertising shares, holders of Havas Advertising ADSs must rely on the
nominee to exercise the rights of a shareholder on their behalf. The
obligations of the depositary and its agents are set out in the deposit
agreement. The deposit agreement and the Havas Advertising ADSs are governed by
New York law.

The following is a summary of the material terms of the deposit agreement.
Because it is a summary, it does not contain all the information that may be
important to holders of Havas Advertising ADSs. For more complete information,
holders of Havas Advertising ADSs should read the entire deposit agreement and
the attached form of Havas Advertising ADR, which contains the terms of their
Havas Advertising ADSs. Holders of Havas Advertising ADSs can read a copy of
the deposit agreement which is filed as an exhibit to the Registration
Statement of which this proxy statement/prospectus forms a part. Holders of
Havas Advertising ADSs may also obtain a copy of the deposit agreement at the
SEC's Public Reference Room which is located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Holders of Havas Advertising ADSs may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-732-0330.

Share Dividends and Other Distributions

How will holders of Havas Advertising ADSs receive dividends and other
distributions on the shares underlying their ADSs?

Havas Advertising may make various types of distributions with respect to its
securities. The depositary has agreed to pay to holders of Havas Advertising
ADSs the cash dividends or other distributions it or the custodian receives on
Havas Advertising shares or other deposited securities, after deducting its
expenses. Holders of Havas Advertising ADSs will receive these distributions in
proportion to the number of underlying Havas Advertising shares their Havas
Advertising ADSs represent.

Except as stated below, to the extent the depositary is legally permitted it
will deliver distributions to Havas Advertising ADR holders in proportion to
their interests in the following manner:

. Cash. The depositary will convert cash distributions from foreign
currency to U.S. dollars if this is permissible and can be done on a
reasonable basis. The depositary will endeavor to distribute the cash

142
<PAGE>

in a practicable manner, and may deduct any taxes required to be
withheld, any expenses of converting foreign currency and transferring
funds to the United States, and other expenses and adjustments. In
addition, before making a distribution the depositary will deduct any
taxes withheld. If exchange rates fluctuate during a time when the
depositary cannot convert a foreign currency, holders of Havas
Advertising ADSs may lose some or all of the value of the distribution.

. Shares. In the case of a distribution in Havas Advertising shares, the
depositary will issue additional Havas Advertising ADRs to evidence the
number of Havas Advertising ADSs representing these shares. Only whole
Havas Advertising ADSs will be issued. Any Havas Advertising shares
which would result in fractional Havas Advertising ADSs will be sold and
the net proceeds will be distributed to any Havas Advertising ADR
holders entitled to receive such net proceeds.

. Rights to receive additional shares. In the case of a distribution of
rights to subscribe for additional Havas Advertising shares or other
rights, the depositary may distribute those rights if Havas Advertising
provides satisfactory evidence that the depositary may lawfully do so.
Havas Advertising will not be obligated to furnish such evidence.
However, if Havas Advertising does not furnish satisfactory evidence
that the depositary may lawfully distribute these rights or if the
depositary determines it is not practicable to distribute these rights,
the depositary may:

. sell the rights if practicable and distribute the net proceeds as
cash or

. allow the rights to lapse, in which case Havas Advertising ADR
holders will receive nothing.

Havas Advertising has no obligation to file a registration statement
under the Securities Act in order to make any rights available to Havas
Advertising ADR holders.

. Other Distributions. In the case of a distribution of securities or
property other than those described above, the depositary may either:

. distribute such securities or property in any manner it deems
equitable and practicable

. sell such securities or property and distribute any net proceeds in
the same way it distributes cash or

. hold the distributed property in which case the Havas Advertising
ADSs will also represent the distributed property.

Any U.S. dollars will be distributed by checks drawn on a bank in the United
States for whole dollars and cents (fractional cents will be withheld without
liability for interest and added to future cash distributions).

The depositary may choose any practical method of distribution for any Havas
Advertising ADR holder, including the distribution of foreign currency,
securities or property, or it may retain such items, without paying interest on
or investing them, on behalf of the Havas Advertising ADR holder as deposited
securities.

The depositary is not responsible if it decides that it is unlawful or
impractical to make a distribution available to any ADR holders.

There can be no assurances that the depositary will be able to convert any
currency at any particular exchange rate or sell any property, rights, shares
or other securities at any particular price, nor that any of the transactions
can be completed within any particular time period.

Deposit, Withdrawal and Cancellation

How does the depositary issue Havas Advertising ADSs?

The depositary will issue Havas Advertising ADSs if holders of Havas
Advertising ADSs or their brokers deposit with the custodian shares or evidence
of rights to receive Havas Advertising shares.

Havas Advertising shares deposited in the future with the custodian must be
accompanied by specified documents, including instruments showing that the
Havas Advertising shares have been properly transferred or endorsed to the
person on whose behalf the deposit is being made.

143
<PAGE>

The custodian will hold all deposited Havas Advertising shares for the
account of the depositary. Havas Advertising ADR holders thus have no direct
ownership interest in the Havas Advertising shares and only have such rights as
are contained in the deposit agreement. The custodian will also hold any
additional deposited shares and other securities, property and cash received on
or in substitution for the deposited shares. The Havas Advertising deposited
shares and any such additional items are referred to as "deposited securities."

Upon each deposit of Havas Advertising shares, receipt of related delivery
documentation and compliance with the other provisions of the deposit
agreement, including the payment of the fees and charges of the depositary and
any taxes or other fees or charges owing, the depositary will issue a Havas
Advertising ADR or Havas Advertising ADRs in the name of the entitled person
evidencing the number of Havas Advertising ADSs to which such person is
entitled. Certificated Havas Advertising ADRs will be delivered at the
depositary's principal New York office or any other location that it may
designate as its transfer office.

How do ADR holders cancel an ADS and obtain deposited securities?

When any holder of Havas Advertising ADSs turns in the holder's Havas
Advertising ADSs at the depositary's office, the depositary will, upon payment
of applicable fees (currently set at $5.00 for each 100 or fewer Havas
Advertising ADSs to be converted to Havas Advertising shares), charges and
taxes, and upon receipt of proper instructions, deliver the underlying shares
to an account designated by such holder maintained by Havas Advertising, in the
case of Havas Advertising shares in registered form, or transfer to an account
of an accredited financial institution on such holder's behalf, in the case of
Havas Advertising shares in bearer form. At your risk, expense and request, the
depositary may deliver deposited securities at such other place as you may
request.

The depositary may only restrict the withdrawal of deposited securities for:

. temporary delays caused by closing the transfer books of Havas
Advertising or those of the depositary, or the deposit of Havas
Advertising shares for voting at a shareholders' meeting, or the payment
of dividends,

. the payment of fees, taxes and similar charges or

. compliance with any U.S. or foreign laws or governmental regulations
relating to Havas Advertising ADRs or to the withdrawal of deposited
securities.

This right of withdrawal may not be limited by any other provision of the
deposit agreement.

Voting Rights

How do holders of Havas Advertising ADSs vote?

If the depositary asks a holder of Havas Advertising ADSs to provide it with
voting instructions, such holder may instruct the depositary how to exercise
the voting rights for the Havas Advertising shares which underlie the holder's
Havas Advertising ADSs. After receiving voting materials from Havas
Advertising, the depositary will notify the Havas Advertising ADR holders of
any shareholders' meeting or solicitation of consents or proxies. This notice
will describe how holders of Havas Advertising ADSs may instruct the depositary
to exercise the voting rights for the Havas Advertising shares which underlie
their Havas Advertising ADSs, including complying with the requirements that
their name be placed upon Havas Advertising's share register and that such
holders deliver their Havas Advertising ADSs to the depositary for holding
pending the conclusion of the meeting. For instructions to be valid, the
depositary must receive them on or before the required date. The depositary
will try, as far as is practicable, subject to the provisions of and governing
the underlying Havas Advertising shares or other deposited securities, to vote
or to have its agents vote the Havas Advertising shares or other deposited
securities as holders of Havas Advertising ADSs instruct. The depositary will
only vote or attempt to vote as holders of Havas Advertising ADSs instruct. The
depositary will not itself exercise any voting discretion. Furthermore, neither
the depositary nor its agents are responsible for any failure to carry out any
voting instructions, except in the event of bad faith, for the manner in which
any vote is cast or for the effect of any vote.

144
<PAGE>

There is no guarantee that holders of Havas Advertising ADSs will receive
voting materials in time to instruct the depositary to vote and it is possible
that holders of Havas Advertising ADSs, or persons who hold their Havas
Advertising ADSs through brokers, dealers or other third parties, will not have
the opportunity to exercise a right to vote.

Record Dates

The depositary will fix record dates for the determination of the Havas
Advertising ADR holders who will be entitled:

. to receive a dividend, distribution or rights

. to give instructions for the exercise of voting rights at a meeting of
holders of Havas Advertising shares or other deposited securities, or

. to receive any notice or to act in respect of other matters, all subject
to the provisions of the deposit agreement.

Reports and Other Communications

Will holders of Havas Advertising ADSs be able to view Havas Advertising's
reports?

The depositary will make available for inspection by Havas Advertising ADR
holders any written communications from Havas Advertising which are both
received by the custodian or its nominee as a holder of deposited securities
and made generally available to the holders of deposited securities. These
communications will be furnished by Havas Advertising in English when so
required by any rules or regulations of the SEC.

Fees and Expenses

What fees and expenses will holders of Havas Advertising ADSs be responsible
for paying?

Havas Advertising ADR holders will be charged a fee for each issuance of
Havas Advertising ADSs, including issuances resulting from distributions of
shares, rights and other property, and for each surrender of Havas Advertising
ADSs in exchange for deposited securities. The fee in each case is $5.00 for
each 100 Havas Advertising ADSs, or any portion thereof, issued or surrendered.
ADR holders or persons depositing shares may also be charged the following
expenses:

. stock transfer or other taxes and other governmental charges

. cable, telex and facsimile transmission and delivery charges

. transfer or registration fees for the registration of transfer of
deposited securities on any applicable register for the deposit or
withdrawal of deposited securities and

. expenses of the depositary in connection with the conversion of foreign
currency into U.S. dollars.

Havas Advertising will pay all other charges and expenses of the depositary
and any agent of the depositary, except the custodian, under agreements between
Havas Advertising and the depositary. The fees described above may be amended
from time to time.

Payment of Taxes

Havas Advertising ADR holders must pay any tax or other governmental charge
payable by the custodian or the depositary on any Havas Advertising ADS or
Havas Advertising ADR, deposited security or distribution. If a Havas
Advertising ADR holder owes any tax or other governmental charge, the
depositary may:

. deduct the amount thereof from any cash distributions or

. sell deposited securities and deduct the amount owing from the net
proceeds of the sale.

145
<PAGE>

In either case the Havas Advertising ADR holder remains liable for any
shortfall.

Additionally, if any tax or governmental charge is unpaid, the depositary may
also refuse to effect any registration, registration of transfer, split-up or
combination of deposited securities or withdrawal of deposited securities,
except under limited circumstances mandated by securities regulations. If any
tax or governmental charge is required to be withheld on any non-cash
distribution, the depositary may sell the distributed property or securities to
pay the taxes and distribute any remaining net proceeds to the Havas
Advertising ADR holders entitled to them.

Reclassifications, Recapitalizations and Mergers

If Havas Advertising takes specified actions that affect the deposited
securities, including (A) any change in par value, split-up, consolidation,
cancellation or other reclassification of deposited securities or (B) any
recapitalization, reorganization, merger, consolidation, liquidation,
receivership, bankruptcy or sale of all or substantially all of Havas
Advertising's assets, then the depositary may choose to:

. amend the form of Havas Advertising ADR

. distribute additional or amended Havas Advertising ADRs

. distribute cash, securities or other property it has received in
connection with those specified actions

. sell any securities or property received and distribute the proceeds as
cash or

. take none of the above actions.

If the depositary does not choose any of the above options, any of the cash,
securities or other property it receives will constitute part of the deposited
securities and each Havas Advertising ADS will then represent a proportionate
interest in the property.

Amendment and Termination

How may the deposit agreement be amended?

Havas Advertising may agree with the depositary to amend the deposit
agreement and the Havas Advertising ADSs for any reason without the consent of
the holders of Havas Advertising ADSs. Havas Advertising ADR holders must be
given at least 30 days notice of any amendment that imposes or increases any
fees or charges, other than stock transfer or other taxes and other
governmental charges, transfer or registration fees, cable, telex or facsimile
transmission costs, delivery costs or other similar expenses, or prejudices any
substantial existing right of Havas Advertising ADR holders. If a Havas
Advertising ADR holder continues to hold Havas Advertising ADRs after being so
notified, that holder will be considered to have agreed to the amendment.
Notwithstanding the foregoing, an amendment can become effective before notice
is given if this is necessary to ensure compliance with a new law, rule or
regulation.

No amendment will impair the right of any holder of Havas Advertising ADSs to
surrender the holder's Havas Advertising ADSs and receive the underlying
securities. If a governmental body adopts new laws or rules which require the
deposit agreement or the Havas Advertising ADS to be amended, Havas Advertising
and the depositary may make the necessary amendments, which could take effect
before holders of Havas Advertising ADSs receive notice thereof.

How may the deposit agreement be terminated?

The depositary may terminate the deposit agreement by giving the Havas
Advertising ADR holders at least 30 days prior notice after 45 days have
elapsed after the depositary has given notice to Havas Advertising of its
resignation, provided no successor depositary shall have been appointed and
accepted its appointment before the end of that 45 day period, and it must do
so at the request of Havas Advertising including upon the removal and/or

146
<PAGE>

resignation of the depositary. After termination, the depositary's only
responsibility will be

. to deliver deposited securities to Havas Advertising ADR holders who
surrender their Havas Advertising ADRs and

. to hold or sell distributions received on deposited securities.

As soon as practicable after the expiration of six months from the termination
date, the depositary will sell the deposited securities which remain and hold
the net proceeds of such sales, without liability for interest, in trust for
the Havas Advertising ADR holders who have not yet surrendered their Havas
Advertising ADRs. After making such sale, the depositary shall have no
obligations except to account for such proceeds and other cash. The depositary
will not have to invest such proceeds or pay interest on them.

Limitations on Obligations and Liability to ADR holders

The deposit agreement expressly limits the obligations and liability of the
depositary, Havas Advertising and their respective agents. Neither Havas
Advertising nor the depositary nor any such agent will be liable if it:

. is prevented or hindered in performing any obligation by circumstances
beyond their control, including requirements of law or regulation, the
terms of the deposited securities, and acts of God and other
circumstances beyond its control

. exercises or fails to exercise discretion under the deposit agreement

. performs its obligations without gross negligence or bad faith

. takes or refrains from taking any action based on advice or information
from legal counsel, accountants, any person presenting shares for
deposit, any holder, or any other qualified person or

. relies on any documents it believes in good faith to be genuine and to
have been properly executed.

Neither the depositary nor its agents have any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any
deposited securities or the ADRs. Havas Advertising and its agents shall only
be obligated to appear in, prosecute or defend any action, suit or other
proceeding in respect of any deposited securities or the ADRs which in Havas
Advertising's opinion may involve it in expense or liability if indemnity
satisfactory to Havas Advertising against all expense, including fees and
disbursements of counsel, and liability is furnished as often as Havas
Advertising requires.

The depositary and its agents will not be responsible for failing to carry
out instructions to vote the Havas Advertising ADSs or for the manner in which
the Havas Advertising shares underlying the Havas Advertising ADSs and other
deposited securities are voted, except in the event of bad faith, or the effect
of the vote.

The depositary may own and deal in deposited securities and in Havas
Advertising ADSs.

No disclaimer of liability under the federal securities laws is intended by
any provision of the deposit agreement.

Disclosure of Interest in Havas Advertising ADSs

Havas Advertising may from time to time request holders and beneficial owners
of Havas Advertising ADSs to provide information as to:

. the capacity in which any such holder or beneficial owner owns or owned
Havas Advertising ADSs

. the identity of any other persons then or previously interested in such
Havas Advertising ADSs and

. the nature of such interest and various other matters.

Holders of Havas Advertising ADSs agree to provide any information requested
by Havas Advertising or the depositary under the deposit agreement. The
depositary has agreed to use reasonable efforts to comply with written
instructions received from Havas Advertising requesting that it forward any
such requests to holders of Havas Advertising ADSs and beneficial owners of
Havas Advertising ADSs and to forward to Havas Advertising any responses to
such requests to the extent permitted by applicable law.

147
<PAGE>

Requirements for Depositary Actions

Havas Advertising, the depositary or the custodian may refuse to

. issue, register or transfer a Havas Advertising ADR or Havas Advertising
ADRs

. effect a split-up or combination of Havas Advertising ADRs

. deliver distributions on any Havas Advertising ADRs or

. permit the withdrawal of deposited securities, unless the deposit
agreement provides otherwise, until the following conditions have been
met:

. the holder has paid all taxes, governmental charges, and fees and
expenses as required in the deposit agreement

. the holder has provided the depositary with any information the
depositary may deem necessary or proper, including proof of identity
and the genuineness of any signature and

. the holder has complied with regulations as the depositary may
establish under the deposit agreement.

The depositary may also suspend the issuance of Havas Advertising ADSs, the
deposit of Havas Advertising shares, the registration, transfer, split-up or
combination of Havas Advertising ADRs, or the withdrawal of deposited
securities, unless the deposit agreement provides otherwise, if the register
for Havas Advertising ADRs or any deposited securities is closed or if Havas
Advertising or the depositary decides it is advisable to do so.

Books of Depositary

The depositary or its agent will maintain a register for the registration,
registration of transfer, combination and split-up of Havas Advertising ADRs.
Holders of Havas Advertising ADSs may inspect such records at such office
during regular business hours but solely for the purpose of communicating with
other holders in the interest of business matters relating to the deposit
agreement.

The depositary will maintain facilities to record and process the issuance,
cancellation, combination, split-up and transfer of Havas Advertising ADRs.
These facilities may be closed from time to time, to the extent not prohibited
by law.

Pre-release of Havas Advertising ADSs

The depositary may issue Havas Advertising ADRs before the deposit with the
custodian of Havas Advertising shares or rights to receive Havas Advertising
shares. This is called a pre-release of the Havas Advertising ADRs. A pre-
release is closed out as soon as the underlying Havas Advertising shares or
other Havas Advertising ADRs are delivered to the depositary. The depositary
may pre-release Havas Advertising ADRs only if:

. the depositary has received collateral for the full market value of the
pre-released Havas Advertising ADRs and

. each recipient of pre-released Havas Advertising ADRs agrees in writing
that the recipient

. owns the underlying Havas Advertising shares

. assigns all rights in the Havas Advertising shares to the depositary

. holds the Havas Advertising shares for the account of the depositary
and

. will deliver the Havas Advertising shares to the custodian as soon
as practicable, and promptly if the depositary so demands.

148
<PAGE>

In general, the number of pre-released Havas Advertising ADRs will not
evidence more than 30% of all Havas Advertising ADSs outstanding at any given
time, excluding those evidenced by pre-released Havas Advertising ADRs.
However, the depositary may change or disregard this limit from time to time as
it deems appropriate.

The Depositary

Who is the depositary?

Morgan Guaranty Trust Company of New York, a New York banking corporation, is
a commercial bank offering a wide range of banking and trust services to its
customers in the New York metropolitan area, throughout the United States and
around the world.

Who has the right to remove or replace the depositary?

The depositary may be removed at any time by Havas Advertising upon written
notice. After written notice has been given to the depositary, the depositary
will continue to act as the depositary for the purpose of terminating the
deposit agreement. The deposit agreement does not provide for the removal of
the depositary by holders of Havas Advertising ADSs.

149
<PAGE>

NATURE OF TRADING MARKET

Overview

The principal trading market for Havas Advertising shares is the Paris
Bourse, which is the French national stock exchange, where Havas Advertising
shares have been traded since October 23, 1982. Prior to this date, Havas
Advertising shares were not publicly traded. Since May 23, 1985, Havas
Advertising shares have been traded on the monthly settlement market (marche a
reglement mensuel) of the Premier Marche (formerly known as the Cote
Officielle) of the Paris Bourse and are included in the "SBF 80," "SBF 120,"
and "SBF 250" indices.

Havas Advertising has applied for quotation of its shares on the Nasdaq
National Market System. In addition, Havas Advertising intends to sponsor ADRs
in the United States with Morgan Guaranty Trust Company of New York as
depositary. The ADSs represented by the ADRs will be registered with the SEC
under a Registration Statement on Form F-6. Each Havas Advertising ADS will
represent one Havas Advertising share. The Havas Advertising ADSs will be
quoted on the Nasdaq National Market System under the symbol "HADV". The number
of Havas Advertising ADSs created will represent about 37.6% of Havas
Advertising's outstanding shares, based on the number of shares of SNC common
stock outstanding on August 15, 2000 and the exchange rates that would have
applied if the merger had occurred on August 15, 2000.

See "Summary--Comparative Stock Price Information" and "Summary--Comparative
Dividend Information" for a table showing the high and low closing price per
Havas Advertising share since 1998.

The Paris Bourse

Securities listed on the Paris Bourse are officially traded through
authorized financial institutions that are members of the Paris Bourse. Since
April 3, 2000, securities have been traded continuously on each business day
from 9:00 a.m. to 5:35 p.m. (Paris time), with a pre-opening session from 7:45
a.m. to 9:00 a.m. Any trade of a security that occurs after a stock exchange
session closes is recorded on the next business day at the previous session's
closing price for that security. The Paris Bourse has introduced continuous
electronic trading during trading hours for most listed securities. The Paris
Bourse is managed and operated by Paris BourseSBF S.A., a market enterprise.
Paris BourseSBF S.A. publishes a daily official price list that includes price
information on listed securities.

In France, most large public companies list their securities on the Premier
Marche of the Paris Bourse and most small and medium-sized companies list their
securities on the Second Marche of the Paris Bourse. Securities also may be
traded on the Nouveau Marche, a regulated electronic market that was
established to allow small capitalization and start-up companies to access the
stock market. Paris BourseSBF S.A. manages and operates each of the Premier
Marche, the Second Marche and the Nouveau Marche.

Paris BourseSBF S.A. places securities listed on the Premier Marche or the
Second Marche in one of three categories, depending on their trading volume.
Havas Advertising shares are classified in the category known as Continu A,
which includes the most actively traded securities.

Paris BourseSBF S.A. may suspend trading in a security listed on the Premier
Marche if the quoted price of the security exceeds specified price limits
defined by its regulations. In particular, if the quoted price of a Continu A
security varies by more than 10% from the previous day's closing price, Paris
BourseSBF S.A. may suspend trading in that security for up to 15 minutes. It
may suspend trading further for up to 15 minutes if the price again varies by
more than 5%. Paris BourseSBF S.A. also may suspend trading of a security
listed on the Premier Marche in other limited circumstances, including, for
example, where there is unusual trading activity in the security. In addition,
in exceptional cases, the CMF may also suspend trading.

Trades of securities listed on the Premier Marche are settled either in the
cash settlement market (marche au comptant) or in the monthly settlement market
(marche a reglement mensuel). Havas Advertising shares settle in the monthly
settlement market. There are two ways to settle trades in this market. One
option is to

150
<PAGE>

settle immediately following the trade (reglement immediat). The second option
is to elect on the determination date (date de liquidation), which is the sixth
trading day before the end of the month, either to settle by the last trading
day of the month or to pay an additional fee and postpone the settlement
decision to the determination date of the following month. Both cash
settlements and immediate settlements take place on the third trading day
following the trade.

Equity securities traded on the monthly settlement market are considered to
have been transferred only after they have been registered in the purchaser's
account. Under French securities regulations, any sale of a security traded on
the monthly settlement market during the month of a dividend payment date is
deemed to occur after the dividend has been paid. If the sale takes place
before, but during the month of, a dividend payment date, the purchaser's
account will be credited with an amount equal to the dividend paid and the
seller's account will be debited by the same amount.

Dividends

Havas Advertising may declare dividends upon the recommendation of its board
of directors and the approval of its shareholders at their annual general
meeting. Under French Company Law, a company's right to pay dividends is
limited in some circumstances. See "Description of Havas Advertising Share
Capital--Dividends".

Any dividends paid to shareholders who are not residents of France generally
will be subject to French withholding tax at a rate of 25%. Shareholders who
qualify for benefits under an applicable tax treaty and who comply with the
procedures for claiming treaty benefits may be entitled to a reduced rate of
withholding tax. In some circumstances, these shareholders also may be entitled
to an additional payment, net of withholding tax, representing all or part of
the French avoir fiscal, or tax credit. See "Taxation--French Taxation--
Taxation of Dividends" and "Taxation--Taxation of U.S. Investors--Taxation of
Dividends".

Dividends paid to holders of Havas Advertising ADS will be converted from
euro to U.S. dollars and subjected to a charge by the depositary for any
expenses incurred in the conversion. See Description of American Depositary
Shares and American Depositary Receipts--Share Dividends and Other
Distributions."

See "Summary--Comparative Stock Price Information" and "Summary--Comparative
Dividend Information" for a table showing the total dividends paid per share
for each of the last five years, with and without the French avoir fiscal and
before deduction of any French withholding tax.

EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

Ownership of Shares by Non-French Residents

French exchange control regulations currently do not limit the amount of
payments that Havas Advertising may remit to non-residents of France. However,
French law imposes reporting requirements on any individual or entity, whether
French or non-French, who acquires a number of shares representing more than
specified fixed percentages of a company's share capital or voting rights. See
"Description of Havas Advertising Share Capital--Requirements for Holdings
Exceeding Specified Percentages."

Exchange Controls

Under current French exchange control regulations, there are no limitations
on the amount of payments that may be remitted by a French company to non-
French residents. Laws and regulations concerning foreign exchange controls do
require, however, that all payments or transfers of funds made by a French
resident to a non-French resident be handled by an accredited intermediary. See
"Description of Havas Advertising Share Capital--Form, Holding and Transfer of
Havas Advertising Shares--Transfer of Shares." In France, all registered banks
and substantially all credit establishments are accredited intermediaries.

151
<PAGE>

TAXATION

French Taxation

The following is a description of the French tax consequences of owning and
disposing of Havas Advertising shares. This description may only be relevant to
holders of Havas Advertising shares who are not residents of France and do not
hold their shares in connection with a permanent establishment or a fixed base
in France through which the holders carry on a business or perform personal
services.

This description may not address all aspects of French tax laws that may be
relevant in light of the particular circumstances of individual holders of
Havas Advertising shares. It is based on the laws, conventions and treaties in
force as of the date of this proxy statement/prospectus, all of which are
subject to change, possibly with retroactive effect, or different
interpretations.

Holders of Havas Advertising shares should consult their own tax advisors
about the potential tax effects of owning or disposing of shares in any
particular situation.

Taxation on Sale or Disposal of Havas Advertising Shares

Generally, a holder of Havas Advertising shares will not be subject to any
French income tax or capital gains tax when the holder sells or disposes of
Havas Advertising shares if both of the following apply:

. the holder is not a French resident for French tax purposes and

. the holder has held not more than 25% of Havas Advertising's dividend
rights, known as droits aux benefices sociaux, at any time during the
preceding five years, either directly or indirectly.

If a double tax treaty between France and the country of residence of a
holder of Havas Advertising shares contains more favorable provisions, a holder
may not be subject to any French income tax or capital gains tax when the
holder sells or disposes of any Havas Advertising shares, even if one or both
of the above statements applies to the holder.

Subject to various conditions, foreign states, international organizations
and a number of foreign public bodies are not considered French residents for
these purposes.

If a holder of Havas Advertising shares transfers shares using a written
agreement, that agreement must generally be registered. The holder will be
required to pay a registration duty of 1% of either the purchase price or the
market value of the shares transferred, whichever is higher. The maximum duty
is FF 20,000 per transfer. However, in some circumstances, if the agreement is
executed outside France, the holder of Havas Advertising shares will not be
required to pay this duty.

Taxation of Dividends

Withholding Tax and Avoir Fiscal. In France, companies may only pay dividends
out of income remaining after tax has been paid. When shareholders resident in
France receive dividends from French companies, they are entitled to a tax
credit, known as the avoir fiscal. The amount of the avoir fiscal is generally
equal to:

. 50% of the dividend paid for shareholders who are individuals or

. 40% of the dividend paid for shareholders who are not individuals.

Shareholders resident in France and entitled to the avoir fiscal at the rate
of 40% may generally be entitled to an additional tax credit equal to 20% of
any precompte actually paid in cash by a company upon distribution of dividends
paid out of specified profits. See "--The Precompte."

152
<PAGE>

Under French domestic law, shareholders who are not resident in France are
not eligible for the avoir fiscal.

French companies must generally deduct a 25% French withholding tax from
dividends paid to non-residents. Under most tax treaties between France and
other countries, the rate of this withholding tax may be reduced in some
circumstances. Generally, a holder who is a non-French resident is subsequently
entitled to a tax credit in that holder's country of residence for the amount
of tax actually withheld. Under some tax treaties, the withholding tax is
eliminated altogether.

The following countries, French overseas territories, known as Territoires
d'Outre-Mer, and other territories have entered into income tax treaties with
France that provide for the arrangements summarized below:

Australia Germany Mali Senegal Ukraine
Austria Ghana Malta Singapore Venezuela
Belgium Iceland Mauritius South Korea French Territoires
Bolivia India Mexico Spain d'Outre-Mer and
Brazil Israel Namibia Sweden Other
Burkina Faso Italy Netherlands Switzerland Mayotte
Cameroon Ivory Coast New Zealand Togo New Caledonia
Canada Japan Niger Turkey Saint-Pierre et
Finland Luxembourg Norway United Kingdom Miquelon
Gabon Malaysia Pakistan United States

Under these treaties, a shareholder who fulfills specified conditions may
generally apply to the French tax authorities for the following:

. lower rate of withholding tax, generally 15%, and

. refund of the avoir fiscal, after deduction of withholding tax payable on
the avoir fiscal.

Except for the United States, none of the countries or territories listed
above has a treaty granting benefits to holders of Havas Advertising ADSs, as
opposed to shares. Accordingly, this discussion of treaty benefits does not
apply to Havas Advertising ADS holders. If these arrangements apply to a
shareholder, Havas Advertising will withhold tax from the dividend at the lower
rate, provided that the shareholder has established, before the date of payment
of the dividend, that the shareholder is entitled to the lower rate and has
complied with the filing formalities. Otherwise, Havas Advertising must
withhold tax at the full rate of 25%, and the shareholder may subsequently
claim the excess tax paid.

German tax residents may not apply for a lower rate of withholding tax, but
are entitled to a tax credit equal to the avoir fiscal plus the amount of tax
withheld.

Some of the countries and territories listed above impose additional
conditions for corporate entities wishing to receive the avoir fiscal. In other
countries and territories, individual residents may receive the avoir fiscal
but corporate entities may not.

If a holder of Havas Advertising shares sells shares on the monthly
settlement market during the month of a dividend payment, the holder as seller,
rather than the purchaser, will generally be entitled to the avoir fiscal
relating to the dividend.

The Precompte. A French company must pay an equalization tax known as the
precompte to the French tax authorities if it distributes dividends out of

. profits which have not been taxed at the ordinary corporate income tax
rate or

. profits which have been earned during a tax year closed more than five
years before the distribution.

153
<PAGE>

The amount of the precompte is 50% of the net dividends before withholding
tax.

A shareholder that is not a French resident for French tax purposes may
generally obtain a refund of the amount of any precompte Havas Advertising
actually pays in cash, net of applicable withholding tax, in two cases:

. if the shareholder is entitled to the benefits of a tax treaty but the
treaty does not provide for a refund of the avoir fiscal or

. if the shareholder is entitled to the benefits of a tax treaty but is
not entitled to a refund of the avoir fiscal.

Estate and Gift Tax

France imposes estate and gift tax where an individual or entity acquires
real and personal property from a non-resident of France by way of inheritance
or gift. France has entered into estate and gift tax treaties with a number of
countries. Under these treaties, residents of those countries may be exempted
from this tax or obtain a tax credit, assuming specified conditions are met.
Holders of Havas Advertising shares should consult their own tax advisors about
whether French estate and gift tax will apply and whether they may claim an
exemption or tax credit.

Wealth Tax

A holder of Havas Advertising shares will not be subject to French wealth
tax, known as impot de solidarite sur la fortune, if both of the following
apply:

. the holder is not a French resident for the purpose of French taxation
and

. the holder owns less than 10% of Havas Advertising's capital stock,
either directly or indirectly.

If a double tax treaty between France and a holder's country of residence
contains more favorable provisions, the holder may not be subject to French
wealth tax even if one or both of the above statements applies to the holder.

Taxation of U.S. Investors

On August 31, 1994, the United States and France signed a tax treaty, which
generally became effective on January 1, 1996. The following is a general
summary of the principal tax effects on holders of Havas Advertising shares or
Havas Advertising ADSs for purposes of U.S. federal income tax and French tax,
if all of the following five points apply:

. the holder owns, directly or indirectly, less than 10% of Havas
Advertising's share capital

. the holder is any one of (a), (b) or (c) below:

(a) a citizen or resident of the United States for U.S. federal income
tax purposes, or

(b) a U.S. domestic corporation, or

(c) otherwise subject to U.S. federal income taxation on a net income
basis in respect of its Havas Advertising shares or Havas
Advertising ADSs and

. the holder is entitled to the benefits of the U.S.-France tax treaty
under the "limitations on benefits" article of that treaty

. the holder holds Havas Advertising shares or Havas Advertising ADSs as
capital assets and

. the holder's functional currency is the U.S. dollar.

154
<PAGE>

For purposes of the U.S.-France tax treaty and U.S. federal income tax,
holders of Havas Advertising ADSs will be treated as holders of the shares
which their Havas Advertising ADSs represent.

Special rules may apply to United States expatriates, insurance companies,
pass-through entities and investors in such entities, tax-exempt organizations,
financial institutions, persons subject to the alternative minimum tax,
securities broker-dealers and persons holding their Havas Advertising shares or
Havas Advertising ADSs as part of a conversion transaction, among others. Those
special rules are not discussed in this registration statement.

Holders of Havas Advertising shares or Havas Advertising ADSs should consult
their own tax advisers as to the particular tax consequences to them of owning
Havas Advertising shares or Havas Advertising ADSs, including their eligibility
for the benefits of the U.S.-France tax treaty, the applicabilty and effect of
state, local, foreign and other tax laws and possible changes in tax law.

Taxation of dividends

Withholding Tax and Avoir Fiscal. French companies must normally deduct a 25%
French withholding tax from dividends paid to non-residents. Under the U.S.-
France tax treaty, this withholding tax is reduced to 15% if a holder's
ownership of Havas Advertising shares or Havas Advertising ADSs is not
effectively connected with a permanent establishment or a fixed base that the
holder has in France.

Additional provisions apply if the holder is considered an "eligible" U.S.
holder of Havas Advertising shares or Havas Advertising ADSs. A holder is
"eligible" if its ownership of Havas Advertising shares or Havas Advertising
ADSs is not effectively connected with a permanent establishment or a fixed
base that the holder has in France and any one of the following four points
applies:

. the holder is an individual or other non-corporate holder that is a
resident of the United States for purposes of the U.S.-France tax treaty

. the holder is a U.S. corporation, other than a regulated investment
company

. the holder is a U.S. corporation which is a regulated investment
company, provided that less than 20% of the holder's shares are
beneficially owned by persons who are neither citizens nor residents of
the United States or

. the holder is a partnership or trust that is a resident of the United
States for purposes of the U.S.-France tax treaty, but only to the
extent that the holder's partners, beneficiaries or grantors would
qualify as "eligible" under one of the first two points in this list.

If a holder is an "eligible" U.S. holder, Havas Advertising will withhold tax
from the holder's dividend at the reduced rate of 15%, provided that the holder
has previously established that it is a resident of the United States under the
U.S.-France tax treaty in accordance with the following procedures:

. The holder must complete French Treasury Form RF1 A EU-No. 5052 and send
it to the paying establishment before the date of payment of the
dividend. If the holder is not an individual, the holder must also send
the paying establishment an affidavit attesting that the holder is the
beneficial owner of all the rights attached to the full ownership of
Havas Advertising shares or Havas Advertising ADSs, including, among
other things, the dividend rights.

. If the holder cannot complete Form RF1 A EU-No. 5052 before the date of
payment of the dividend, the holder may complete a simplified
certificate and send it to the French tax authorities or the institution
which holds the shares of the holder. This certificate must state all of
the following five points:

155
<PAGE>

(a) the holder is a resident of the United States for purposes of the
U.S.-France tax treaty

(b) the holder's ownership of Havas Advertising shares or Havas
Advertising ADSs is not effectively connected with a permanent
establishment or a fixed base in France

(c) the holder owns all the rights attached to the full ownership of
Havas Advertising shares or Havas Advertising ADSs, including,
among other things, the dividend rights

(d) the holder fulfills all the requirements under the U.S.-France tax
treaty to be entitled to the reduced rate of withholding tax and to
be entitled to receive the avoir fiscal and

(e) the holder claims the reduced rate of withholding tax and payment
of the avoir fiscal.

If a holder is not an "eligible" U.S. holder, or if the holder has not
completed Form RF1 A EU-No. 5052 or the five-point certificate before the
dividend payment date, Havas Advertising will deduct French withholding tax at
the rate of 25%. In that case, a holder may claim a refund of the excess
withholding tax.

If a holder is an "eligible" U.S. holder, the holder may also claim the avoir
fiscal, by completing Form RF1 A EU-No. 5052 and sending it to the paying
establishment before December 31 of the year following the year during which
the dividend is paid. The holder will be entitled to a payment equal to the
avoir fiscal, less a 15% withholding tax on the avoir fiscal. As noted below,
the holder will not receive this payment until after the close of the calendar
year in which the dividend was paid. To receive the payment, the holder must
submit a claim to the French tax authorities and attest that they are subject
to U.S. federal income taxes on the payment of the avoir fiscal and the related
dividend. For partnerships or trusts, the partners, beneficiaries or grantors
must make the attestation.

Specified rules apply to the following:

. tax-exempt U.S. pension funds, which include the exempt pension funds
established and managed in order to pay retirement benefits subject to
the provisions of Section 401(a) of the Internal Revenue Code (qualified
retirement plans), Section 403(b) of the U.S. Internal Revenue Code (tax
deferred annuity contracts) or Section 457 of the U.S. Internal Revenue
Code (deferred compensation plans) and

. various other tax-exempt entities, including specified state-owned
institutions, not-for-profit organizations and individuals for dividends
which they beneficially own and which are derived from an investment
retirement account.

Entities in these two categories are eligible for the reduced withholding tax
rate of 15% on dividends, subject to the same withholding tax filing
requirements as "eligible" U.S. holders, except that they may have to supply
additional documentation evidencing their entitlement to these benefits. These
entities are not entitled to the full avoir fiscal. These entities may claim a
partial avoir fiscal equal to 30/85 of the gross avoir fiscal, provided that
they own, directly or indirectly, less than 10% of the company's capital and
they satisfy the filing formalities contained in U.S. Internal Revenue Service
regulations.

The avoir fiscal or partial avoir fiscal and any French withholding tax
refund are generally expected to be paid within 12 months after the holder of
Havas Advertising shares or Havas Advertising ADSs files Form RF1 A EU-No.
5052. However, they will not be paid before January 15 following the end of the
calendar year in which the dividend is paid.

For U.S. federal income tax purposes, the gross amount of a dividend and any
avoir fiscal, including any French withholding tax, will be included in each
holder's gross income as dividend income when payment is received by them (or
the custodian, if the holder owns Havas Advertising ADSs), to the extent they
are paid or deemed paid out of Havas Advertising's current or accumulated
earnings and profits as calculated for U.S. federal income tax purposes.
Dividends paid by Havas Advertising will not give rise to any dividends
received deduction. They will generally constitute foreign source "passive"
income for foreign tax credit purposes. For some recipients, they will
constitute foreign source "financial services" income for foreign tax credit
purposes.

156
<PAGE>

Also for U.S. federal income tax purposes, the amount of any dividend paid in
euro or French francs, including any French withholding taxes, will be equal to
the U.S. dollar value of the euro or French francs on the date the dividend is
included in income, regardless of whether the payment is in fact converted into
U.S. dollars. A holder will generally be required to recognize U.S. source
ordinary income or loss when the holder sells or disposes of the euros or
French francs. A holder may also be required to recognize foreign currency gain
or loss if that holder receives a refund under the U.S.-France tax treaty of
tax withheld in excess of the treaty rate. This foreign currency gain or loss
will generally be U.S. source ordinary income or loss.

To the extent that any dividends paid exceed Havas Advertising's current and
accumulated earnings and profits as calculated for U.S. federal income tax
purposes, the distribution will be treated as follows:

. First, as a tax-free return of capital, which will cause a reduction in
the adjusted basis of a holder's Havas Advertising shares or Havas
Advertising ADSs. This adjustment will increase the amount of gain, or
decrease the amount of loss, which a holder will recognize if such
holder later disposes of those Havas Advertising shares or Havas
Advertising ADSs.

. Second, the balance of the dividend in excess of the adjusted basis will
be taxed as capital gain recognized on a sale or exchange.

French withholding tax imposed on the dividends a holder receives and on any
avoir fiscal at 15% under the U.S.-France tax treaty is treated as payment of a
foreign income tax. A holder may take this amount as a credit against the
holder's U.S. federal income tax liability, subject to various conditions and
limitations, including minimum holding period requirements.

The Precompte. A French company must pay an equalization tax known as the
precompte to the French tax authorities if it distributes dividends out of:

. profits which have not been taxed at the ordinary corporate income tax
rate or

. profits which have been earned during a tax year closed more than five
years before the distribution.

The amount of the precompte is 50% of the net dividends before withholding
tax.

If a holder is not entitled to the full avoir fiscal, the holder may
generally obtain a refund from the French tax authorities of any precompte paid
by Havas Advertising with respect to dividends distributed to them. Under the
U.S.-France tax treaty, the amount of the precompte refunded to U.S. residents
is reduced by the 15% withholding tax applicable to dividends and by the
partial avoir fiscal, if any. A holder is entitled to a refund of any precompte
which Havas Advertising actually pays in cash, but not to any precompte which
Havas Advertising pays by off-setting French and/or foreign tax credits. To
apply for a refund of the precompte, a holder should file French Treasury Form
RF1 B EU-No. 5053 before the end of the year following the year in which the
dividend was paid. The form and its instructions are available from the
Internal Revenue Service in the United States or from the French Centre des
Impots des Non-Residents whose address is 9, rue d'Uzes, 75094 Paris Cedex 2,
France.

For U.S. federal income tax purposes, the amount of the precompte will be
included in a holder's gross income as dividend income in the year the holder
receives it. It will generally constitute foreign source "passive" income for
foreign tax credit purposes. For some recipients, it will constitute foreign
source "financial services" income for foreign tax credit purposes. The amount
of any precompte paid in euro or French francs, including any French
withholding taxes, will be equal to the U.S. dollar value of the euro or French
francs on the date the precompte is included in income, regardless of whether
the payment is in fact converted into U.S. dollars. A holder will generally be
required to recognize a U.S. source ordinary income or loss when the holder
sells or disposes of the euro or French francs.

157
<PAGE>

Taxation of Capital Gains

If a holder is a resident of the United States for purposes of the U.S.-
France tax treaty, the holder will not be subject to French tax on any capital
gain if the holder sells or exchanges its Havas Advertising shares or Havas
Advertising ADSs, unless the holder has a permanent establishment or fixed base
in France and the Havas Advertising shares or Havas Advertising ADSs the holder
sold or exchanged were part of the business property of that permanent
establishment or fixed base. Special rules apply to individuals who are
residents of more than one country.

In general, for U.S. federal income tax purposes, a holder will recognize
capital gain or loss if the holder sells or exchanges its shares or Havas
Advertising ADSs in the same manner as the holder would if it were to sell or
exchange any other shares held as capital assets. Any gain or loss will
generally be U.S. source gain or loss. If a holder is an individual, any
capital gain will generally be subject to U.S. federal income tax at
preferential rates if the holder meets the minimum holding periods.

Havas Advertising believes that it will not be treated as a passive foreign
investment company, or PFIC, for U.S. federal income tax purposes for the
current taxable year or for future taxable years. However, an actual
determination of PFIC status is fundamentally factual in nature and cannot be
made until the close of the applicable taxable year. Havas Advertising will be
a PFIC for any taxable year in which either:

. 75% or more of its gross income is passive income or

. its assets which produce passive income or which are held for the
production of passive income amount to at least 50% of the value of its
total assets on average.

If Havas Advertising were to become a PFIC, the tax applicable to
distributions on its shares and any gains a holder realizes when the holder
disposes of its shares may be less favorable to the holder. Each holder should
consult its own tax advisors regarding the PFIC rules and their effect on the
holder if they purchase shares.

French Estate and Gift Taxes

Under "The Convention Between the United States of America and the French
Republic for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with Respect to Taxes on Estates, Inheritance and Gifts of November 24,
1978", if a holder transfers their Havas Advertising shares or Havas
Advertising ADSs by gift, or if they are transferred by reason of the holder's
death, that transfer will only be subject to French gift or inheritance tax if
one of the following applies:

. the holder is domiciled in France at the time of making the gift, or at
the time of the holder's death or

. the holder used the Havas Advertising shares or Havas Advertising ADSs
in conducting a business through a permanent establishment or fixed base
in France, or the holder held the Havas Advertising shares or Havas
Advertising ADSs for that use.

French Wealth Tax

The French wealth tax does not generally apply to Havas Advertising shares or
Havas Advertising ADSs if the holder is a "resident" of the United States for
purposes of the U.S.-France tax treaty.

United States Information Reporting and Backup Withholding

A holder may be required to report dividend payments and proceeds from the
sale or disposal of such holder's Havas Advertising shares or Havas Advertising
ADSs to the Internal Revenue Service. U.S. federal backup withholding generally
is a withholding tax imposed at the rate of 31% on some payments to persons

158
<PAGE>

that fail to furnish required information. Backup withholding will not apply to
a holder who furnishes a correct taxpayer identification number or certificate
of foreign status and makes any other required certification, or who is
otherwise exempt from backup withholding. Any U.S. persons required to
establish their exempt status generally must file Internal Revenue Service Form
W-9, entitled Request for Taxpayer Identification Number and Certification.
Finalized Treasury regulations, which are applicable to payments made after
December 31, 2000, have generally expanded the circumstances under which
information reporting and backup withholding may apply.

Amounts withheld as backup withholding may be credited against a holder's
U.S. federal income tax liability. A holder may obtain a refund of any excess
amounts withheld under the backup withholding rules by filing the appropriate
claim for refund with the Internal Revenue Service and furnishing any required
information.

159
<PAGE>

COMPARATIVE RIGHTS OF HAVAS
ADVERTISING SHAREHOLDERS AND SNC STOCKHOLDERS

As a result of the merger, holders of SNC common stock will receive Havas
Advertising ADSs, each representing one ordinary share of Havas Advertising, a
company formed under the laws of France. The following is a summary comparison
of the material differences between the rights of a holder of SNC common stock
and a holder of Havas Advertising ADSs arising from the differences between the
corporate laws of France and of Delaware, the governing instruments of Havas
Advertising and Snyder Communications, respectively, and the securities laws
and regulations governing Havas Advertising and Snyder Communications. For
information as to where the Havas Advertising statuts, the Snyder
Communications certificate of incorporation or the Snyder Communications bylaws
may be obtained, see "Where You Can Find More Information." Holders of shares
of SNC common stock are encouraged to obtain and read these documents.

Holders of shares of SNC common stock should refer to "Description of
American Depositary Shares and American Depositary Receipts" for a description
of the Havas Advertising ADSs and a discussion of the ways in which the rights
of holders of Havas Advertising ADSs may differ from those of holders of Havas
Advertising shares.

160
<PAGE>

Current Rightsof SNC Common Rights of Holders ofHavas
Stockholders Advertising ADSs
--------------------------------------------------------------------------------
Existence and Nature of Tracking Stock
--------------------------------------------------------------------------------
Circle.com common stock is an Havas Advertising's authorized
example of what is commonly referred share capital consists only of
to as a "tracking stock" because it ordinary shares. Accordingly, Havas
is intended to reflect or "track" Advertising does not have any
the separate performance of specific tracking stock or similar security.
assets of Snyder Communications. The
Circle.com common stock was
authorized with the intention of
reflecting or "tracking" the value
and separate performance of
Circle.com, Snyder Communications'
Internet professional services
business. Circle.com common stock
represents approximately 83.4% of
the equity value attributable to the
Circle.com business and SNC common
stock represents the remaining
businesses of Snyder Communications
and approximately 16.6% of the
equity value attributable to the
Circle.com business. The percentage
of Circle.com business' equity value
represented by SNC common stock is
subject to change if the total
number of outstanding shares of
Circle.com common stock changes or
if transfers of cash or other
property between the Circle.com
business and Snyder Communications'
remaining businesses occur that are
accounted for as either capital
contributions to the Circle.com
business or as a return of capital
by the Circle.com business. In
addition, Snyder Communications may
convert SNC common stock into
Circle.com common stock or convert
Circle.com common stock into SNC
common stock at any time, based on
their relative market values.

Following consummation of the
merger, Havas Advertising will own
100% of the SNC common stock and the
Circle.com common stock will remain
outstanding.
--------------------------------------------------------------------------------
Size of Board; Term of Office
--------------------------------------------------------------------------------
Snyder Communications' bylaws
provide that the board of directors Havas Advertising's statuts
shall consist of not less than one provide that its board of directors
nor more than nine members. Within must be composed of no less than
these limits, the actual number of three but no more than 24 directors.
directors which constitute the board Havas Advertising's board of
of directors is fixed from time to directors currently consists of 17
time by the board of directors. The members.
Snyder Communications board of
directors currently consists of
seven members.

Directors on Havas Advertising's
board serve for six-year terms.
French Company Law provides that
directors may be re-elected for an
unlimited number of additional
terms.

Directors on Snyder
Communications' board serve for one-
year terms or until their successors
are elected and qualified or until
their earlier resignation or
removal.
--------------------------------------------------------------------------------

161
<PAGE>

Current Rights Rights of Holders of
of SNC Common Stockholders Havas Advertising ADSs
--------------------------------------------------------------------------------
Nomination and Election of Directors
--------------------------------------------------------------------------------
Nominations of candidates for Havas Advertising's board of
election to the board of directors directors nominates candidates for
of Snyder Communications may be made election or re-election to the board
at a meeting of stockholders by or of directors. The election or re-
at the direction of the board of election of directors must appear in
directors or by any stockholder who the agenda for the shareholders'
is a stockholder of record at the meeting at which directors will be
time of giving notice of nomination, elected or re-elected. Information
who is entitled to vote for the regarding the ages, backgrounds and
election of directors and who professional activities during the
complies with the procedures set past five years of the candidates
forth in the bylaws. Any stockholder for election, and the number of
of record entitled to vote for the Havas Advertising shares they own,
election of directors at a meeting must be made available to Havas
of stockholders may nominate persons Advertising's shareholders from the
for election as directors only if date of the convening of the
timely written notice of the shareholders' meeting, and must be
stockholder's intent to make a addressed before the meeting to any
nomination is given, either by registered shareholders upon such
personal delivery or by U.S. mail, shareholders' requests made no later
postage prepaid, to the secretary of than five days before the
Snyder Communications. The delivery shareholders' meeting. In addition,
of nominations for election to the if the election of directors is on
board of directors is subject to the the agenda of the meeting, any
same requirements as other shareholder may propose alternate or
stockholder proposals, as described additional candidates.
under "--Stockholders' Proposals."

Havas Advertising's directors are
elected by its shareholders at an
ordinary meeting. Directors are
elected by a majority of the votes
cast. The chairman of the board is
designated by the board of
directors.
--------------------------------------------------------------------------------

162
<PAGE>

Current Rights Rights of Holders of
of SNC Common Stockholders Havas Advertising ADSs
--------------------------------------------------------------------------------
Qualifications of Directors and Employee Directors
--------------------------------------------------------------------------------
Delaware law provides that Directors can be individuals or
directors must be natural persons. entities, including corporations. If
an entity is a director, it must
appoint an individual to act as its
permanent representative.

Neither Delaware law nor Snyder
Communications' certificate of
incorporation or bylaws require
board members to have any specific
qualifications. In particular,
directors are not required to be
stockholders or employees of Snyder
Communications.

French Company Law requires that
directors hold a minimum number of
shares. The minimum number of shares
the directors hold is to be
indicated in the company's statuts.
Havas Advertising's statuts require
that each member of Havas
Advertising's board of directors own
at least one Havas Advertising
share. No more than one-third of
Havas Advertising's directors may be
over 70 years old. If the number of
directors over 70 years of age
exceeds this limit, the oldest
director or directors are deemed to
have resigned automatically. Under
French Company Law, a director of a
company is prohibited from obtaining
a remunerated employment contract
with the company during his term of
office. Nevertheless, an employee of
a company may be appointed as a
director of the company and, under
some conditions, continue to perform
his pre-existing employment contract
during his term of office as a
director; provided however, that the
number of directors having an
employment contract with the company
does not exceed one-third of the
number of directors in office.
--------------------------------------------------------------------------------

163
<PAGE>

Current Rights Rights of Holders of
of SNC Common Stockholders Havas Advertising ADSs
--------------------------------------------------------------------------------
Duties and Powers of the Board and Board Voting
--------------------------------------------------------------------------------
Delaware law provides that the Under French Company Law,
board of directors has the ultimate directors have a duty to oversee and
responsibility for managing the control the company's management.
business and affairs of a Havas Advertising's statuts grant
corporation. In discharging this its board of directors the broadest
function, directors of Delaware powers available under French
corporations owe fiduciary duties of Company law to act on behalf of
care and loyalty to the corporations Havas Advertising, provided the
for which they serve as directors. action is within Havas Advertising's
Directors of Delaware corporations corporate purpose and does not
also owe fiduciary duties of care prejudice the powers expressly
and loyalty to stockholders. granted to Havas Advertising's
Delaware courts have held that the shareholders. Actions taken by Havas
directors of a Delaware corporation Advertising's board which are
are required to exercise an informed outside the scope of its corporate
business judgment in the performance purpose are enforceable by third
of their duties. An informed parties against Havas Advertising,
business judgment means that the unless Havas Advertising can prove
directors have informed themselves that the third party knew or should
of all material information have known the act was beyond the
reasonably available to them. scope of Havas Advertising's
corporate purpose. The fact that
Havas Advertising's statuts are
publicly available is not sufficient
proof of that knowledge.

Under Delaware law, the board of
directors has the power and
authority to manage and direct the
business and affairs of the
corporation, subject to applicable
law and the corporation's
certificate of incorporation and
bylaws.

Each director has one vote on all
matters before the board. However,
the chairman of the board has the
deciding vote in the event of a tie.

A special meeting of Snyder
Communications' board of directors
may be called by the president of
Snyder Communications on one day's
notice to each director. A special
meeting of the Snyder
Communications' board of directors
must be called by the president or
secretary of Snyder Communications
on one day's notice to each director
on the written request of a majority
of the directors.

A majority of the total number of
directors constitutes a quorum for
the transaction of business. The
vote of the majority of the
directors present at a meeting at
which a quorum is present shall be
the act of the board of directors.
Any action required or permitted to
be taken at any meeting of the board
of directors or of any committee of
the board of directors may be taken
without a meeting if all members of
the board or committee, as the case
may be, consent in writing and the
writing or writings are filed with
the minutes of proceedings of the
board, or committee.

164
<PAGE>

Current Rights Rights of Holders of
of SNC Common Stockholders Havas Advertising ADSs
--------------------------------------------------------------------------------
Removal of Directors and Filling of Vacancies
--------------------------------------------------------------------------------
Any director of Snyder Any director of Havas Advertising
Communications may be removed, with may be removed, with or without
or without cause, by the holders of cause, at any time prior to the
a majority of the shares then expiration of their terms of office
entitled to vote at an election of by a majority vote of Havas
directors. Advertising's shareholders.

Snyder Communications' bylaws As long as at least three
provide that, in the case of directors remain on Havas
vacancies created by removal or Advertising's board, the remaining
otherwise, the vacancy be filled by directors may appoint new directors
the vote of a majority of the to fill vacancies on Havas
directors remaining in office, Advertising's board resulting from
although less than a quorum, or by resignation or death. Havas
a sole remaining director. Advertising's shareholders must
confirm the appointment of new
directors at their next meeting.
The term of office of a director
appointed to fill a vacancy created
by death or resignation expires at
the end of his or her predecessor's
term. If less than three directors
remain on the board, a
shareholders' meeting must be
called immediately to elect new
directors.

Under French Company Law, any
change in the composition of the
board of directors caused by the
removal, resignation or death of
one or more directors must be
disclosed to the public within one
month of the change.
--------------------------------------------------------------------------------
Classification of the Board of Directors
--------------------------------------------------------------------------------
Delaware law permits the French Company Law does not allow
certificate of incorporation or a a board of directors to be
stockholder-adopted by-law to classified.
provide that directors be divided
into one, two or three classes,
with the term of office of one
class of directors to expire each
year.

The Snyder Communications
certificate of incorporation does
not provide for a classified board.

165
<PAGE>

A corporation organized under
Delaware law may limit a director's
personal liability, with certain
exemptions. Such a limitation must
be set forth in the corporation's
certificate of incorporation. The
Snyder Communications certificate of
incorporation currently eliminates a
director's personal liability for
monetary damages to the fullest
extent permitted under Delaware law.
As a result, a Snyder Communications
director presently has no monetary
liability except for liability for:

Directors are generally jointly
and severally liable for misconduct
by the board, unless misconduct can
only be attributed to certain
directors. In particular, all of a
company's directors will be jointly
and severally liable for actions
taken by the company's board unless
individual directors can prove they
were against the action, made their
opposition known in the minutes and
took all steps available to them to
prevent the action from being taken.
Third parties, including a company's
shareholders, bringing suit against
one or more directors must prove
they have suffered a loss, either
personally or through the company,
and the directors' action caused the
loss.

. breach of the duty of loyalty

. acts or omissions not in good
faith or which involve
intentional misconduct or a
knowing violation of the law

. declaration of an improper
dividend or an improper
redemption of stock or

. any transaction from which the
director derived an improper
personal benefit.

In addition, a director of a
Delaware corporation, in the Directors can incur criminal
performance of his duties, is fully liability for violating certain
protected in relying, in good faith, provisions of French Company Law and
upon the records of the corporation other laws and regulations,
and upon the information, opinions, including employment laws and
reports or statements presented to securities laws and regulations
the corporation by any of the specific to a company's business. In
corporation's officers or employees, particular, French Company Law
or committees of the board of provides that a company's directors
directors, or by any other person as can be fined and/or sentenced to
to matters the director reasonably prison if they, in bad faith and for
believes are within the other their own direct or indirect
person's professional or expert benefit, use the company's assets or
competence and who has been selected credit for purposes which they know
with reasonable care by or on behalf are not to the company's benefit.
of the corporation.

French Company Law prohibits
provisions of the statuts limiting
director liability.

166
<PAGE>

Under Delaware law, a corporation
may indemnify any director or
officer involved in a third party
action by reason of their agreeing
to serve, serving or formerly
serving as an officer or director of
the corporation, against expenses,
judgments, fines and settlement
amounts paid in the third party
action, if the director or officer
acted in good faith and reasonably
believed that their actions were in,
or not opposed to, the best
interests of the corporation and,
with respect to any criminal
proceeding, had no reasonable cause
to believe that his conduct was
unlawful. In addition, a corporation
may indemnify any director or
officer involved in a derivative
action brought by or on behalf of
the corporation against expenses
incurred in the derivative action,
if the director or officer acted in
good faith and reasonably believed
that their actions were in, or not
opposed to, the best interests of
the corporation. However, no
indemnification for expenses in
derivative actions is permitted
where the person has been adjudged
liable to the corporation, unless a
court finds him entitled to
indemnification. If a person has
been successful in defending a third
party or derivative action,
indemnification for expenses
incurred is mandatory under Delaware
law.

The statutory provisions for
indemnification are nonexclusive
with respect to any other rights,
such as contractual rights, to which
a person seeking indemnification may
be entitled. Snyder Communications
has not entered into any contractual
indemnity arrangements with any of
its directors and officers.

The Snyder Communications bylaws
provide that any indemnification
(unless ordered by a court) is
required to be paid by Snyder
Communications only after a
determination has been made

. by the board of directors by a
majority vote of a quorum
consisting of directors who were
not parties to such action, suit
or proceeding

167
<PAGE>

Current Rights Rights of Holders of
of SNC Common Stockholders Havas Advertising ADSs
--------------------------------------------------------------------------------

. if a quorum is not obtainable, or
even if obtainable, a quorum of
disinterested directors so
directs, by independent legal
counsel in a written opinion, or

. by the stockholders, that
indemnification of the director
or officer is proper in the
circumstances of the specific
case because the director or
officer has met the applicable
standard of conduct set forth in
the Snyder Communications bylaws.

Furthermore, a corporation may
advance expenses incurred by
officers and directors in defending
any action upon receipt of an
undertaking by the person to repay
the amount advanced if it is
ultimately determined that such
person is not entitled to
indemnification.
--------------------------------------------------------------------------------
Stockholders' Meetings
--------------------------------------------------------------------------------
Meetings
--------------------------------------------------------------------------------
Annual and Special Meetings. Ordinary and Extraordinary
Delaware law and Snyder Meetings. Two types of shareholders'
Communications' bylaws provide for meetings exist under French Company
two types of meetings, annual and Law, ordinary and extraordinary.
special. Snyder Communications is Havas Advertising is required to
required to hold an annual meeting hold an ordinary meeting of
on a date set by the board in order shareholders within six months of
to elect directors and conduct any the end of each fiscal year to
other business as may properly come approve its annual accounts.
before the meeting. A special Ordinary meetings may also be held
meeting may be held for any purpose to elect directors, appoint
or purposes, such as the approval statutory auditors, determine
and adoption of a merger, charter dividends and ratify agreements
amendment, sale of substantially all entered into between Havas
of the assets of the corporation or Advertising, on the one hand, and
any other matter requiring its directors or executive officers,
stockholder approval; however, the or corporations or other legal
business transacted at any special entities that are affiliates of
meeting of stockholders is limited those persons, on the other hand.
to the purposes stated in the notice Extraordinary meetings of
of special meeting. shareholders must be held to amend
the statuts, to approve mergers,
spinoffs, asset contributions,
dispositions of all or substantially
all of a company's assets, to create
new classes of capital stock, to
increase or decrease share capital,
to waive shareholders' preferential
subscription rights, to authorize
employee stock option plans, to
issue debt instruments or other
securities convertible, redeemable
or exchangeable into Havas
Advertising shares and to wind up
the Company's business.

168
<PAGE>

Current Rights Rights of Holders of
of SNC Common Stockholders Havas Advertising ADSs
--------------------------------------------------------------------------------
Right to Call Meetings
--------------------------------------------------------------------------------
A special meeting may be called Meetings of Havas Advertising
at any time by the president or by shareholders may be called by the
the board of directors and shall Havas Advertising board of
also be called by the secretary at directors or, if the Havas
the request in writing of the Advertising board of directors does
holders of, in the aggregate, not not call a meeting under certain
less than 25% of the outstanding circumstances, by Havas
voting power of the corporation Advertising's statutory auditors.
entitled to vote at the special In addition, meetings of Havas
meeting. Advertising shareholders may be
called under certain circumstances
by an agent appointed by the
President of the Commercial Court
in France. Under French Company
Law, any interested party (in the
case of an emergency), holders of
10% or more of Havas Advertising's
capital stock and certain
qualifying organized groups of
shareholders meeting certain
specific conditions may request
that the President of the
Commercial Court appoint an agent
to call a shareholders' meeting.
--------------------------------------------------------------------------------
Notice of Meeting
--------------------------------------------------------------------------------
All notices of meetings of Snyder Shareholders' meetings must be
Communications' stockholders must announced by a preliminary notice
be sent or otherwise given in (avis de reunion) at least 30 days
accordance with Snyder prior to the meeting date. The
Communications' bylaws not less preliminary notice must set forth
than ten nor more than 60 days certain information, including the
before the date of the meeting. The agenda for the meeting, a draft of
notice must specify the place, date the resolutions to be submitted to
and hour of the meeting and, in the the shareholders, a description of
case of a special meeting, the the procedures which holders of
purpose or purposes for which the bearer shares must follow to attend
meeting is called. the meeting and the procedure for
voting by mail. The preliminary
notice must also be published in
the BALO, a French business
publication. Final notice of the
shareholders' meeting setting forth
the time, date and place of the
meeting must be sent to registered
shareholders and published in a
qualified newspaper and in the BALO
15 days prior to the shareholders'
meeting.
--------------------------------------------------------------------------------

169
<PAGE>

Proxies must be sent to any
shareholder upon request. In order
to be counted, proxies must be
received at Havas Advertising's
registered office, or at another
address indicated on the notice
convening the meeting, prior to the
date of the meeting. A shareholder
may grant a proxy to his or her
spouse or to another shareholder. A
shareholder that is a corporation
may grant a proxy to a legal
representative. Alternatively, the
shareholder may send a blank proxy
without nominating any
representative. In this case, the
chairman of the meeting must vote
the blank proxy in favor of all
resolutions proposed by the board of
directors and against all others.

Havas Advertising must send
shareholders a voting form to be
used by the shareholder to vote by
mail. The completed form must be
returned to Havas Advertising at
least three days prior to the date
of the shareholders' meeting.

Each Havas Advertising share
entitles its holder to one vote at
ordinary shareholders' meetings.
Under French Company Law, shares
held directly or indirectly by Havas
Advertising are not entitled to
voting rights.
--------------------------------------------------------------------------------

170
<PAGE>

Current Rights Rights of Holders of
of SNC Common Stockholders Havas Advertising ADSs
--------------------------------------------------------------------------------
Quorum
--------------------------------------------------------------------------------
Snyder Communications' bylaws For an ordinary shareholders'
provide that the presence in person meeting, 25% of the outstanding
or by proxy of the holders of a voting power of Havas Advertising
majority of the shares entitled to shares must be present for a quorum
vote at any meeting shall constitute to exist. For an extraordinary
a quorum for the transaction of shareholders meeting, 33.33% of the
business. outstanding voting power of Havas
Advertising shares must be present
for a quorum to exist. If a
shareholders' meeting is reconvened
for lack of a quorum, there is no
quorum requirement for an ordinary
shareholders' meeting, and 25% of
the outstanding voting power must be
present for a quorum to exist for an
extraordinary shareholders' meeting.
--------------------------------------------------------------------------------
Majority
--------------------------------------------------------------------------------
Except as otherwise provided by A simple majority of the votes
applicable Delaware law, when a cast (for which purpose abstentions
quorum is present at any count as votes against) is required
stockholders' meeting, the to approve actions taken at ordinary
affirmative vote of the holders of a shareholders' meetings. Actions
majority of the voting rights taken at extraordinary shareholders'
represented by the outstanding meetings require 66.66% of the votes
shares of SNC common stock and cast (for which purpose abstentions
Circle.com common stock present in count as votes against) for
person or represented by proxy at approval. A unanimous vote is
the stockholders' meeting and required, however, to increase the
entitled to vote on the subject liabilities of shareholders.
matter is required to approve any
action taken at an annual or special
stockholders' meeting.
--------------------------------------------------------------------------------
Stockholder Action by Written Consent
--------------------------------------------------------------------------------
Under Delaware law, unless Shareholder action by written
otherwise provided in the consent, in lieu of a shareholders'
certificate of incorporation, meeting, is not allowed under French
stockholders may take any action Company Law.
required or permitted to be taken at
a stockholders' meeting without a
meeting if consented to in writing
by the same number of votes that
would be required if the action were
to be taken at a stockholders'
meeting. Snyder Communications'
certificate of incorporation does
not restrict stockholder action by
written consent.
--------------------------------------------------------------------------------

171
<PAGE>

. one or more shareholders holding
For business to be properly an amount of share capital which
brought before an annual meeting by is equal to or exceeds:
a stockholder, Snyder
Communications' bylaws require that
the stockholder give timely notice
of the business, in proper written
form, to the secretary of Snyder
Communications. To be timely, a
stockholder's notice generally must
be delivered to or mailed and
received at Snyder Communications'
principal executive office not less
than 45 days nor more than 75 days
prior to the date on which Snyder
Communications first mailed its
proxy materials for the immediately
preceding annual meeting. To be in
proper written form, a stockholder's
notice to the secretary must be set
forth in writing as to each matter
the stockholder proposes to bring
before the annual meeting and
otherwise meet the requirements set
forth in Snyder Communications'
bylaws.

. 4% for the first five million
FF

. 2.5% for amounts between five
million FF and fifty million
FF

. 1% for amounts between fifty
million FF and a hundred
million FF

. 0.5% for amounts in excess of
a hundred million FF or

. a duly qualified association of
shareholders who have held their
shares in registered form for at
least two years and who together
hold at least 1% of Havas
Advertising's voting rights.

During the two weeks preceding a
meeting of shareholders, any
shareholder may submit by registered
mail questions to the board of
directors relating to the agenda for
the shareholders' meeting. The board
of directors must respond to these
questions.

172
<PAGE>

. a proposal made by the board of
directors to an extraordinary
shareholders' meeting and

. the recommendation of the
board of directors

. the affirmative vote of a 66.66%
majority of the votes cast by
shareholders present or
represented (with a quorum of
33.33% on the first call and 25%
on the second call, of the
outstanding voting power of the
company's shares).

. the affirmative vote of a
majority of the outstanding
stock entitled to vote thereon
and

. the affirmative vote of a
majority of the outstanding
stock of each class entitled
to vote thereon as a class.

The change of a company's
nationality or the increase of the
liabilities of its shareholders both
require unanimous consent of the
shareholders under French Company
Law.

The Snyder Communications
certificate of incorporation does
not provide for the vote of a larger
portion of the stock for amending
the certificate of incorporation.

. Under Delaware law, stockholders
have the power to adopt, amend or
repeal bylaws unless the
certificate of incorporation
gives those powers to the
directors of the corporation.
--------------------------------------------------------------------------------
Preferred Stock
--------------------------------------------------------------------------------
The Snyder Communications Havas Advertising currently has
certificate of incorporation only issued ordinary shares.
authorizes the Snyder Communications
board of directors:

. to provide for the issuance of
one or more series of preferred
stock

. to issue up to 5,000,000 shares
of preferred stock

. to fix the designation and number
of shares of preferred stock and

. to determine or alter for each
series, its voting powers, rights
in respect of dividends and the
preferences of such dividends,
conversion rights, redemption
rights, liquidation rights and
the terms of any sinking fund.

To date, the Snyder Communications
board of directors has not
authorized the issuance of any
series of preferred stock and Snyder
Communications has not issued any
shares of preferred stock.

173
<PAGE>

Delaware law provides that the
holders of shares of a class or
series shall be entitled to vote as
a class upon a proposed amendment if
the amendment will:

. increase or decrease the
authorized shares of the class or
series

. increase or decrease the par
value of the shares of the class
or series or

. alter or change the powers,
preferences or special rights of
the shares of the class or series
so as to affect them adversely.
--------------------------------------------------------------------------------
Stockholders' Votes on Certain Transactions
--------------------------------------------------------------------------------
Generally, under Delaware law, Under French Company Law, the
unless the certificate of following transactions, among
incorporation provides for the vote others, require the recommendation
of a larger portion of the stock, by the board of directors to the
completion of a merger, extraordinary shareholders' meeting
consolidation, sale, lease or and approval by the shareholders at
exchange of all or substantially all such meeting:
of a corporation's assets or
dissolution requires

. selling or transferring
substantially all of Havas
Advertising's assets

. the approval of the board of
directors and

. voluntary liquidation of Havas
. approval by the vote of the Advertising
holders of a majority of the
outstanding stock or, if the
certificate of incorporation
provides for more or less than
one vote per share, a majority of
the votes of the outstanding
stock of a corporation entitled
to vote on the matter.

. completion of a merger or
consolidation and

. extending the term of Havas
Advertising's existence.

The Snyder Communications'
certificate of incorporation does
not provide for the vote of a larger
portion of the stock for a merger or
consolidation.

Under the rules of the NYSE,
acquisitions involving

. substantial security holders, or

. issuance of additional shares of
common stock of a listed company
totaling 20% or more of the
outstanding shares of common
stock

require the approval of the holders
of a majority of the shares voting
on the acquisition. Other
transactions do not require
stockholder approval under the NYSE
rules.

174
<PAGE>

Under French Company Law,
. to inspect shareholders are entitled to inspect
copies of the following documents
pertaining to the three most recent
fiscal periods:

. the corporation's stock ledger

. a list of its stockholders and

. its other books and records
and

. to make copies or extracts of
those materials during normal . the meeting minutes and the
business hours, provided that attendance sheets from
shareholders' meetings

. the stockholder makes a
written request under oath . the stock ledger
stating the purpose of his
inspection and

. the inventories (no copy may be
obtained) and the annual
financial statements

. the inspection is for a
purpose reasonably related to . the list of directors
the person's interest as a
stockholder.

. the consolidated financial
statements

. the reports of the board of
directors

. the statutory auditors' reports

. the text and the statement of the
motives of the resolutions
proposed

. information concerning candidates
for the board of directors

. the total amount (certified by
the statutory auditors) of the
remuneration paid to the five or
ten most well-paid employees
(five if the total workforce is
less than or equal to 200 people
and ten if it exceeds 200)

. the total sum of money on which
Article 238bis AA of the French
General Tax Code allows
deductions to be taken and the
list of sponsoring and patronage
assured by the company and

. if applicable, the labor audit
reports of the company.

In addition, shareholders also
have inspection rights relating
specifically to information relating
to shareholders' meetings.

175
<PAGE>

Rights of appraisal are not
available to Havas Advertising
shareholders in the merger.

Rights of appraisal are not
available to Snyder Communications
stockholders in the merger.
--------------------------------------------------------------------------------
Preferential Subscription Rights
--------------------------------------------------------------------------------
No Snyder Communications Under French Company Law,
stockholders have preferential shareholders have preferential
subscription rights. rights to subscribe for additional
shares to be issued on a pro rata
basis. Additional shares may be
subscribed for with cash or by set-
off of cash debts. Shareholders may
also subscribe for any other
securities issued which may either
directly result in, or carry rights
to subscribe for, additional Havas
Advertising shares. Shareholders may
waive their preferential
subscription rights in respect of
any particular offering, either
individually or collectively, at an
extraordinary meeting. In the event
of any waiver, the relevant issuance
of securities must be completed
within the period prescribed by law,
or in the pertinent shareholder
resolution, if shorter, and the
Havas Advertising board of directors
may offer existing holders of shares
a non-transferable priority right to
subscribe to the new securities
issued during a limited period of
time. Preferential subscription
rights, if not previously waived,
are transferable during the
subscription period relating to a
particular offering and may be
quoted on the Paris Bourse.

176
<PAGE>

Snyder Communications' certificate
of incorporation does not provide
for the redemption of SNC common
stock. Circle.com common stock may
be redeemed in specific
circumstances set forth in Snyder
Communications' certificate of
incorporation.
--------------------------------------------------------------------------------

177
<PAGE>

. a company's ability to repurchase
up to 10% of its share capital
for the purpose of improving the
financial management of the
capital

. a company's ability to grant
double voting rights in favor of
shares held on a nominative basis
by the same shareholder for at
least two years

. a company's ability to increase
its share capital during a tender
offer through prior
authorizations to increase share
capital which has been given by
the shareholders to the board of
directors, provided, however,
that these authorizations
expressly refer to tender offer
periods, the share issuance is
not reserved and is in compliance
with the company's interest

. prior to the time the person
obtained ownership of more than
15% of the outstanding voting
stock of the corporation, the
board of directors of the
corporation approved either the
business combination or the
transaction which resulted in the
stockholder owning in excess of
15% of the outstanding voting
stock

. limitations on a shareholder's
voting power or ability to hold a
number of shares exceeding a
threshold set by the company, if
such provisions can be foreseen
in the company's statuts

. shareholders' agreements
providing for preemptive rights
in case of a sale of shares by a
shareholder and

. upon completion of the
transaction which resulted in the
stockholder owning in excess of
15% of the outstanding voting
stock of the corporation, the
stockholder owned at least 85% of
the voting stock of the
corporation outstanding at the
time that the transaction
commenced or

. additional disclosure thresholds
in the company's statuts
providing that any person who
becomes a direct or indirect
holder of more than 2%, or any
multiple of 2%, of its share
capital or voting rights shall
notify the company.

. at or subsequent to the time that
the stockholder obtained more
than 15% of the outstanding
voting stock of the corporation,
the business combination is
approved by the board of
directors and authorized at an
annual or special meeting of
stockholders, and not by written
consent, by the affirmative vote
of at least

178
<PAGE>

Under Delaware law, directors
generally have a duty to act without
self-interest, on a well-informed
basis and in a manner they
reasonably believe to be in the best
interests of the stockholders.

Nevertheless, a Delaware court
will generally apply a policy of
judicial deference to board of
director decisions to adopt anti-
takeover measures in the face of a
potential takeover where the
directors are able to show that

. they had reasonable grounds for
believing that there was a danger
to corporate policy and
effectiveness from an acquisition
proposal and

. the board action taken was
reasonable in relation to the
threat posed.
--------------------------------------------------------------------------------
Conflict of Interest Transactions
--------------------------------------------------------------------------------
Delaware law generally permits Agreements between a company and a
transactions between a Delaware member of its board of directors are
corporation and a director of that subject to approval of the board of
corporation if: directors unless the agreement is
entered into at arm's length and in
the ordinary course of business. The
same applies to agreements in which
a director has an indirect personal
interest. The agreement may be
declared void if it is not submitted
to the board of directors for
approval and is proven to be
detrimental to the company.
Additionally, the company's
statutory auditors must be made
aware of the agreement within one
month of its execution and must
submit a report to the company's
shareholders, who then must approve
the agreement at their next meeting.
If the agreement is not approved by
the shareholders, it will remain
enforceable by third parties against
the company, but the company may
hold the interested member of the
board of directors liable for any
damages it suffers as a result
thereof.

. the material facts as to the
director's interest are disclosed
to the board of directors and a
majority of disinterested
directors approve the transaction

. the material facts as to the
director's interest are disclosed
to the stockholders and the
holders of a majority of shares
entitled to vote thereon approve
the transaction or

. the transaction is fair to the
corporation at the time it is
authorized by the board of
directors or the stockholders.
--------------------------------------------------------------------------------
Loans to Directors
--------------------------------------------------------------------------------
Under Delaware law, loans can French Company Law does not allow
generally be made to directors upon a company to make any loan to any
approval by the board of directors. individual member of the board of
The ability of the corporation to directors or their dependents. A
make the loan will be subject to the company may make loans to members of
satisfaction of the procedures and the board of directors that are
conditions described in "-- entities, but not to the individual
Conflict of Interest Transactions." representing the entity, provided
conflict of interest transaction
procedures and conditions are
satisfied. See "--Conflict of
Interest Transactions" for further
description of these conditions.

179
<PAGE>

The Havas Advertising board of
directors examines the financial
statements each fiscal year and
recommends how to dispose of all
unappropriated profits.
Distributable profits of Havas
Advertising are distributed as
dividends, unless the Havas
Advertising shareholders decide
otherwise at the ordinary meeting.
Distributable profits are equal to:

Snyder Communications' certificate
of incorporation provides that . net profits for the year plus
dividends on SNC common stock may be
declared and paid when, as and if
declared by the board of directors
out of assets legally available for
the payment of dividends, provided
that the amount of dividends payable
shall not exceed the amount that
would then be legally available for
the payment of dividends under
Delaware law if the assets of Snyder
Communications attributable to the
SNC common stock were held by a
separate Delaware corporation.

. profits carried forward plus

. distributable reserves minus

. losses carried forward minus

. amounts to be allocated by law or
in accordance with the Havas
Advertising statuts as reserves.

The Havas Advertising board of
directors, at its discretion, may
propose a dividend that is payable
in cash or shares. If the
shareholders' meeting approves the
proposal, Havas Advertising
shareholders may elect to receive
the dividends to which they are
entitled entirely in cash or
entirely in shares, plus or minus
cash for fractional amounts. The
value of the Havas Advertising
shares is determined by reference to
the price of the shares on the Paris
Bourse and cannot be less than their
nominal value.

Under French Company Law, the
ordinary shareholders' meeting at
which annual dividends may be
declared must be held within six
months of the end of the company's
prior fiscal year unless otherwise
authorized by court order. Annual
dividends must be paid within nine
months of the end of the company's
prior fiscal year, unless otherwise
authorized by court order. Dividends
are payable to persons holding
shares issued with a right to the
dividends for that year on the date
of payment. Dividends not claimed
within five years of the date of
payment become the property of the
French state.

180
<PAGE>

Current Rights Rights of Holders of
of SNC Common Stockholders Havas Advertising ADSs
--------------------------------------------------------------------------------
If earnings are sufficient, the
Havas Advertising board of directors
may, without the approval of
shareholders, declare and pay
interim dividends on the basis of
audited accounts. French Company Law
requires that interim dividends
amount to at least five francs per
share. Interim dividends may also be
paid in stock in lieu of cash. Havas
Advertising has never paid an
interim dividend.
--------------------------------------------------------------------------------
Stockholder Suits
--------------------------------------------------------------------------------
Under Delaware law, a stockholder Under French Company Law, one or
may bring a derivative action on more shareholders can sue the
behalf of the corporation to enforce directors of the company, on behalf
the rights of the corporation. A of the company, for damages suffered
person may institute and maintain a by the company. Any damages awarded
derivative suit only if the person are paid to the company. One or more
was a stockholder at the time of the shareholders can also sue the
transaction which is the subject of directors of the company, in his or
the suit or their stock was her own name, for damages personally
transferred to them by operation of suffered by him or her. In such a
law. Additionally, under Delaware case, any damages awarded are paid
case law, the plaintiff generally to the dissenting shareholder or
must be a stockholder not only at shareholders. There are no class
the time of the transaction which is action lawsuits permitted under
the subject of the suit, but also French Company Law.
through the duration of the
derivative suit. Delaware law also
requires that the derivative
plaintiff make a demand on the
directors of the corporation to
assert the corporate claim before
the suit may be prosecuted by the
derivative plaintiff, unless the
demand would be futile.
--------------------------------------------------------------------------------
Limitation on Enforceability of Civil Liabilities Under U.S. Federal Securities
Laws
--------------------------------------------------------------------------------
Ability to Bring Suits, Enforce Judgments and Enforce U.S. Law
--------------------------------------------------------------------------------
Snyder Communications is a U.S. See "Enforceability of Civil
company incorporated under the laws Liabilities."
of Delaware. All of its directors
and officers are residents of the
U.S., and Snyder Communications has
substantial assets located in the
U.S. As a result, U.S. investors
generally can initiate lawsuits in
the U.S. against Snyder
Communications and its directors and
officers and can enforce lawsuits
based on U.S. federal securities
laws in U.S. courts.

181
<PAGE>

Current Rights Rights of Holders of
of SNC Common Stockholders Havas Advertising ADSs
--------------------------------------------------------------------------------
Short Swing Profits
--------------------------------------------------------------------------------
Directors and officers of Snyder Under French Company Law, the
Communications are governed by rules chairman of the board of directors,
under the Exchange Act that may the members of the board of
require directors and officers to directors, the officers and the
forfeit to Snyder Communications any permanent representatives of legal
"short swing" profits realized from entities exercising the
purchases and sales, as determined aforementioned functions, are
under the Exchange Act and the rules required to register or deposit with
thereunder, of Snyder Communications a bank or a broker their shares in
equity securities. the company, its subsidiaries, its
parent company or other subsidiaries
thereof. This requirement extends as
well to their minor children and to
spouses with whom they are married
under a community property regime.
This requirement is intended to
permit the COB to identify and
verify the validity of any
transactions on the company's shares
made by these persons.
--------------------------------------------------------------------------------
Proxy Statements and Reports
--------------------------------------------------------------------------------
Notices and Reports to Stockholders
--------------------------------------------------------------------------------
Under the Exchange Act proxy Under French Company Law, Havas
rules, Snyder Communications must Advertising must comply with notice
comply with notice and disclosure and disclosure requirements prior to
requirements relating to the any shareholders' meetings.
solicitation of proxies for
stockholder meetings.
--------------------------------------------------------------------------------
Reporting Requirements
--------------------------------------------------------------------------------
Under French Company Law, within
As a U.S. public company, Snyder one month of its annual ordinary
Communications must file with the shareholders' meeting, a French
SEC, among other reports and company is required to file the
notices: following with the appropriate
Commercial Court:

. an annual report on Form 10-K
within 90 days after the end of . The annual financial statements
each fiscal year

. The management report
. quarterly reports on Form 10-Q
within 45 days after the end of
each fiscal quarter and

. The statutory auditors' report on
the annual financial statements
and

. current reports on Form 8-K upon
the occurrence of important
corporate events.

. The proposal for the allocation
of the result submitted to the
shareholders and the resolution
passed.

As a company at the head of a
group of companies, Havas
Advertising must also file
consolidated financial statements, a
group management report, and the
statutory auditors' report.

As a company listed on the
official market, Havas Advertising
is also required to file the
inventory of the securities listed
in the corporate portfolio as of the
close of the fiscal year.

182
<PAGE>

. Publish annually, in the BALO
(Bulletin des Annonces Legales
Obligatoires), within four months
of the close of the fiscal year
and at least 15 days prior to the
annual ordinary shareholders'
meeting, the following documents
and to clearly manifest on the
face thereof that they have been
verified by the statutory
auditor:

. The annual financial
statements

. The proposal for the
allocation of the result, in
table format proposed by the
general accounting form and

. The consolidated financial
statements.

. Publish, within 45 days following
the approval of the annual
financial statements by the
annual ordinary general
shareholders' meeting, a separate
insertion in the BALO of:

. The approved annual financial
statements

. The decision of the allocation
of the result and

. The consolidated accounts
reviewed by the statutory
auditor.

. Publish within four months of the
end of the first semester a table
of activity and results and a
report on the semester's
activity.

. Publish, within 45 days of the
end of each quarter, broken-down
by each branch of activity:

. The amount of turnover for the
quarter, and, if applicable,
the amount of turnover for the
previous quarters in that
fiscal period and a comparison
of those figures with those
from the preceding year and

. A consolidated statement of
the net amount of turnover.

183
<PAGE>

. file a Schedule 13D with the SEC
disclosing specified information
and

. send a copy of the Schedule 13D
to Snyder Communications and to
each securities exchange on which
the security is traded.

In addition, Havas Advertising's
statuts require that any person who
becomes, directly or indirectly, the
owner of more than 2% of its share
capital or voting rights must notify
the company by registered mail,
return receipt requested, within 15
days of the number of shares it
holds. The same notification
requirement applies to each
subsequent increase or decrease in
ownership of 2% or whole multiples
of 2%.

For more information, see
"Description of Havas Advertising
Share Capital--Requirements for
Holdings Exceeding Specified
Percentages."

184
<PAGE>

ENFORCEABILITY OF CIVIL LIABILITIES

Havas Advertising is organized under the laws of France. A majority of Havas
Advertising's directors and officers and its external auditors are non-U.S.
residents. As a result, Havas Advertising has been advised by Clifford Chance
Selafa, its French counsel, that you may not be able to effect service of
process within the United States upon these persons or to enforce, in U.S.
courts, judgments against these persons or against Havas Advertising predicated
upon any civil liability provisions of the U.S. federal or state securities
laws. In addition, Havas Advertising has been advised by Clifford Chance Selafa
that you may not be able to enforce civil liabilities predicated upon U.S.
federal or state securities laws in France against Havas Advertising and its
directors and officers. If an original action is brought in France, predicated
solely upon the U.S. federal securities laws, French courts may not have the
requisite jurisdiction to grant the remedies sought. Actions for enforcement in
France of judgments of U.S. courts rendered against these French persons would
require them to waive their right under Article 15 of the French Civil Code to
be sued only in France. Havas Advertising believes that none of these French
persons have waived this right with respect to actions predicated solely upon
the U.S. federal securities laws. In addition, actions in the United States
under the U.S. federal securities laws could be affected under some
circumstances by the French law of July 26, 1968, as modified by a law of
July 16, 1980, which may preclude or restrict the obtaining of evidence in
France or from French persons for actions under the U.S. federal securities
laws.

185
<PAGE>

RESALES OF HAVAS ADVERTISING ADSs

Bear, Stearns & Co. Inc. This proxy statement/prospectus is also a prospectus
for the resale by Bear, Stearns & Co. Inc. of the Havas Advertising ADSs to be
received from Charles E. Smith Jewish Day School of Greater Washington, Inc. in
connection with existing forward purchase contracts with Bear Stearns. Bear,
Stearns will receive all of the Havas Advertising ADSs which Charles E. Smith
Jewish Day School receives in the merger. This number will not be known until
the effective time of the merger. If the merger had taken place on August 15,
2000, Bear, Stearns would have received 1,414,872 Havas Advertising ADSs, the
maximum amount deliverable under the forward purchase contracts with Charles E.
Smith Jewish Day School. This amount represents approximately 1.5% of the total
amount of Havas Advertising ADSs (and 0.6% of the total amount of Havas
Advertising ADSs and Havas Advertising shares taken together). For a
description of these forward purchase contracts, please see "The Merger--
Restrictions on Resales by Affiliates."

Bear, Stearns has no material relationship with Snyder Communications, and
has a principal business address of 245 Park Avenue, New York, New York 10167.
Bear, Stearns is also party to a forward purchase contract concerning the SNC
common stock and Circle.com common stock owned by each of Michele D. Snyder and
USN College Marketing, L.P. See "The Merger--Restrictions on Resales by
Affiliates."

Bear, Stearns is deemed to be an underwriter of the Havas Advertising ADSs to
be received from Charles E. Smith Jewish Day School.

Limitation on Resale Period. This proxy statement/prospectus may not be used
as a prospectus by Bear, Stearns in connection with any offer or sale of Havas
Advertising ADSs at any time after the fifteenth trading day following the
completion of the merger.

186
<PAGE>

EXCHANGE RATE INFORMATION

Under the provisions of the Treaty on European Union negotiated at Maastricht
in 1991 and signed by the then 12 member states of the European Union in early
1992, a European Monetary Union, known as EMU, was implemented on January 1,
1999 and a single European currency, known as the euro, was introduced. The
following 11 member states participate in EMU and have adopted the euro as
their national currency: Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, The Netherlands, Portugal and Spain. The legal rate of
conversion between French francs and the euro was fixed on December 31, 1998 at
(Euro)1.00 = FF 6.55957.

Havas Advertising shares are denominated in euro. Fluctuations in the
exchange rate between the euro and the U.S. dollar will affect the U.S. dollar
price of Havas Advertising ADSs when they become quoted on the Nasdaq National
Market System. In addition, since any cash dividends that Havas Advertising
pays to its shareholders will be denominated in euro, exchange rate
fluctuations will affect the U.S. dollar amounts which owners of ADSs will
receive on conversion of dividends.

The following table shows the French franc/U.S. dollar exchange rate for 1994
through 1998 based on the noon buying rate expressed in French francs per
$1.00, and the U.S. dollar/euro exchange rate for 1999 and 2000 based on the
noon buying rate expressed in U.S. dollars per euro, as well as the
hypothetical U.S. dollar/euro exchange rate for 1998. Although the euro was not
introduced until 1999, Havas Advertising has restated its financial information
in euro for prior years based on the legal rate of conversion between French
francs and the euro established on December 31, 1998. The hypothetical 1998
U.S. dollar/euro exchange rate information has been calculated by converting
the 1998 French franc/U.S. dollar exchange rate information into euro using the
euro/French franc legal rate of conversion. The following rates are provided
for your convenience and, unless otherwise indicated, have not been used in the
preparation of Havas Advertising's consolidated financial statements included
in this proxy statement/prospectus.

<TABLE>
<CAPTION>
Period Average
Year End Rate (1) High Low
---- ------ -------- ---- ---
<S> <C> <C> <C> <C>
U.S. dollar/euro
2000 (through August 14, 2000)......... $ 0.9037 $ 0.9535 $ 1.0335 $ 0.8891
1999................................... 1.0070 1.0653 1.1812 1.0016
1998................................... 1.1741 1.1119 1.2176 1.0558
French franc/U.S. dollar
1998................................... FF 5.5870 FF 5.8995 FF 6.2130 FF 5.3875
1997................................... 6.0190 5.8393 6.3491 5.1932
1996................................... 5.1928 5.1158 5.2850 4.9025
1995................................... 4.8975 4.9864 5.3870 4.7755
1994................................... 5.3445 5.5458 5.9785 5.1120
</TABLE>

(1) The average of the noon buying rates for French francs or euro, as the case
may be, on the last business day of each month during the relevant period.

For a discussion of the impact of exchange rate fluctuations on Havas
Advertising's results of operations, see "Management's Discussion and Analysis
of Financial Condition and Results of Operations of Havas Advertising--Impact
of Changes in Foreign Currency Exchange Rates and Interest Rates."

187
<PAGE>

FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements. Havas
Advertising and Snyder Communications have based these forward-looking
statements on their current expectations and projections about future events.
These forward-looking statements are subject to risks and uncertainties that
could cause their actual results and financial position to differ materially
from the information presented in this document, including, among other things:

. the general economic conditions in their principal markets

. their ability to retain existing clients and attract new ones

. the unanticipated loss of an important client or a portion of a client's
business as well as changes in advertising and marketing budgets of
clients

. their ability to retain key personnel while continuing to control labor
costs

. the impact of competition in their industry

. their ability to implement their growth strategies and to successfully
integrate businesses they acquire and

. their ability to adjust to the changing trends in their industry.

Forward-looking statements can be identified by the use of forward-looking
words, such as "may," "will," "project," "estimate," "anticipate," "believe,"
"expect," "continue," "potential," "opportunity" or the negative of those terms
or other variations of those terms or comparable words or expressions.

All forward-looking statements are inherently uncertain as they are based on
Havas Advertising's and Snyder Communications' current expectations and
assumptions concerning future events and are subject to numerous known and
unknown risks and uncertainties. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this proxy
statement/prospectus might not occur.

188
<PAGE>

LEGAL MATTERS

The validity of the Havas Advertising shares underlying the Havas Advertising
ADSs offered by this proxy statement/prospectus to be issued to holders of SNC
common stock in the merger have been passed upon for Havas Advertising by
Clifford Chance Selafa, Paris, France.

United States federal income tax consequences relating to the merger have
been passed upon for Havas Advertising by Hogan & Hartson L.L.P., Washington,
D.C., and for Snyder Communications by Weil, Gotshal & Manges LLP, New York,
New York.

EXPERTS

The consolidated financial statements of Havas Advertising contained in this
proxy statement/prospectus for the years ended December 31, 1999 and 1998, have
been audited by Barbier Frinault & Associes, a member firm of Andersen
Worldwide, independent public accountants, as indicated in their report, and
are included in this proxy statement/prospectus in reliance upon the authority
of said firm as experts in giving said reports.

The consolidated financial statements of Media Planning, S.A. contained in
this proxy statement/prospectus for the years ended December 31, 1998 and 1997
have been audited by Arthur Andersen & cia S.Com., a member firm of Andersen
Worldwide, independent public accountants, as indicated in their report, and
are included in this proxy statement/prospectus in reliance upon the authority
of said firm as experts in giving said reports.

The consolidated financial statements of Snyder Communications, the combined
financial statements of SNC and the combined financial statements of Circle.com
incorporated by reference in this proxy statement/prospectus and included in
Snyder Communications' Form 10-K for the year ended December 31, 1999 have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports, and are incorporated by reference in this proxy
statement/prospectus in reliance upon the authority of said firm as experts in
giving said reports.

189
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C>
Havas Advertising and Subsidiaries

Report of Independent Public Accountants................................. F-2
Consolidated Statements of Income........................................ F-3
Consolidated Balance Sheets.............................................. F-4
Consolidated Statements of Shareholders' Equity and Comprehensive
Income.................................................................. F-5
Consolidated Statements of Cash Flows.................................... F-6
Notes to Consolidated Financial Statements............................... F-7

Media Planning, S.A. and Dependent Companies

Auditors' Report on Consolidated Financial Statements.................... F-28
Consolidated Balance Sheets as of September 30, 1999..................... F-29
Consolidated Financial Statements of Income for the Nine Month Period
Ended September 30, 1999................................................ F-31
Notes to Consolidated Financial Statements............................... F-32

Auditors' Report on Consolidated Financial Statements.................... F-47
Consolidated Balance Sheets as of December 31, 1998 and 1997............. F-49
1998 and 1997 Consolidated Statements of Income.......................... F-50
Notes to 1998 Consolidated Financial Statements.......................... F-52
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Havas Advertising

We have audited the accompanying consolidated balance sheets of HAVAS
ADVERTISING (a French corporation) and subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of income, shareholders' equity
and comprehensive income and cash flows for the years then ended, expressed in
euro. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of HAVAS ADVERTISING and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

Also, in our opinion, the translated amounts in the accompanying financial
statements translated into U.S. dollars have been computed on the basis set
forth in Note 2 to the accompanying consolidated financial statements.

Barbier Frinault &
Associes
Member firm of Andersen Worldwide

/s/ Christian Chiarasini
__________________________
Christian Chiarasini
Neuilly-sur-Seine, France
April 20, 2000 except for
the effect of the stock
split effective on
May 26, 2000 on all share
and per share amounts
presented within the
accompanying financial
statements for which the
date is May 26, 2000.

F-2
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Years ended December 31,
----------------------------------
Note 1999 1999 1998
----- ------------- ---------- --------
(In US Dollar (in euro 000's
000's)(1) except per share
amounts)
<S> <C> <C> <C> <C>
Net revenues......................... 1,027,121 1,124,380 872,767
--------- ---------- --------
Operating Expenses:
Compensation and related costs..... 10 (602,350) (659,387) (523,328)
Stock based compensation........... (4,225) (4,625) (16,400)
General and administrative non
payroll costs..................... (319,135) (349,354) (270,405)
Compensation to former shareholders
of acquired businesses............ 9 (15,933) (17,442) (6,725)
Amortization of goodwill and other
intangibles....................... 6 (18,780) (20,558) (16,103)
--------- ---------- --------
Total operating expenses......... (960,423) (1,051,366) (832,961)
--------- ---------- --------
Operating income..................... 66,698 73,014 39,806
--------- ---------- --------
Interest (expense)................. (25,761) (28,200) (30,403)
Interest income.................... 23,894 26,157 20,795
Exchange rate gains/losses......... 1,086 1,189 (740)
Net gain/loss on trading
securities........................ 3,238 3,544 2,994
Other ............................. (150) (165) (437)
--------- ---------- --------
Financial income (expense)--Net...... 2,307 2,525 (7,791)
--------- ---------- --------
Income from operations before income
tax................................. 69,005 75,539 32,015
Provision for income tax........... 12 (35,973) (39,379) (33,787)
Minority interests................. (14,173) (15,515) (9,270)
Equity in earnings (losses) of
investees......................... 7 4,184 4,580 (203)
--------- ---------- --------
Net income (loss).................... 23,043 25,225 (11,245)
--------- ---------- --------
Net income (loss) per share(2): 14
Basic.............................. 0.16 0.18 (0.09)
--------- ---------- --------
Diluted............................ 0.15 0.16 (0.09)
========= ========== ========
</TABLE>
--------
(1) Translation of amounts from euro ("(Euro)") into US dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of
(Euro)1 = $0.9135 on August 15, 2000

(2) Reflects the effect of May 2000 stock split (see Note 21)

The consolidated statements of income have been prepared in French francs
and translated into euro using the fixed exchange rate as of January 1, 1999 of
(Euro)1 = FF 6.55957.

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
----------------------------------
Note 1999 1999 1998
---- ------------- --------- ---------
(In US Dollar (in euro 000's
000's)(1) except per share
amounts)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............ 247,506 270,943 213,499
Marketable securities................ 4 1,867 2,044 --
Accounts receivable, net of reserve
for doubtful accounts of 15,573 and
16,233 as of 12/31/1999 and 1998,
respectively........................ 718,225 786,234 858,250
Costs billable to clients............ 34,200 37,438 38,188
Prepaid expenses and advances to
suppliers........................... 34,627 37,906 22,054
Other receivables.................... 45,008 49,270 55,114
Deferred tax assets.................. 12 17,799 19,484 10,742
Other current assets................. 60,999 66,775 54,299
--------- --------- ---------
Total current assets................. 1,160,231 1,270,094 1,252,146
========= ========= =========
Noncurrent assets:
Property and equipment, net.......... 5 121,319 132,807 111,676
Goodwill and other intangible assets,
net................................. 6 702,526 769,049 510,501
Equity investments................... 7 45,018 49,281 5,839
Noncurrent deferred tax assets....... 12 13,899 15,215 19,203
Other assets......................... 46,041 50,400 13,141
--------- --------- ---------
Total noncurrent assets.............. 928,803 1,016,752 660,360
========= ========= =========
Total assets......................... 2,089,034 2,286,846 1,912,506
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings................ 8 127,257 139,307 113,783
Current maturities of long-term
borrowings.......................... 8 25,773 28,213 18,468
Short-term obligations under capital
leases.............................. 2,689 2,944 2,266
Accounts payable..................... 509,273 557,496 711,339
Other payables....................... 298,885 327,187 237,848
Advances from clients................ 172,222 188,530 205,414
Related parties payable.............. 56,112 61,425 --
Accrued compensation................. 9,10 17,663 19,335 20,164
Deferred tax liabilities............. 12 1,142 1,250 1,178
Deferred income...................... 32,399 35,467 21,943
Other current liabilities............ 8,230 9,010 --
--------- --------- ---------
Total current liabilities............ 1,251,645 1,370,164 1,332,403
--------- --------- ---------
Noncurrent liabilities
Long-term borrowings................. 8 82,578 90,397 61,490
Convertible bonds.................... 8 169,591 185,650 --
Long-term obligations under capital
leases.............................. 15 11,418 12,499 13,902
Accrued compensation................. 9,10 14,728 16,122 9,029
Deferred tax liabilities............. 12 2,223 2,434 885
Accrued pensions and other benefits
costs............................... 11 18,861 20,647 21,056
Other liabilities.................... 17,673 19,347 17,603
--------- --------- ---------
Total noncurrent liabilities......... 317,072 347,096 123,965
--------- --------- ---------
Minority interests.................... 29,119 31,876 21,726
--------- --------- ---------
Shareholders' equity
Common stock: FRF 50 par value,
145,889,560 and 136,494,580 shares
issued and outstanding at December
31, 1999 and 1998, respectively(2).. 55,500 60,756 54,820
Additional paid-in capital........... 446,708 489,007 431,049
Retained earnings.................... (15,808) (17,305) (23,777)
Accumulated other comprehensive
income.............................. 17,141 18,764 (3,526)
Less-Treasury stock, at cost,
6,000,000 and 7,343,860 shares at
December 31, 1999 and 1998
respectively(2)..................... (12,343) (13,512) (24,154)
--------- --------- ---------
Total Shareholders' Equity........... 491,198 537,710 434,412
--------- --------- ---------
Total Liabilities and Shareholders'
Equity............................... 2,089,034 2,286,846 1,912,506
========= ========= =========
</TABLE>
-------
(1) Translation of amounts from euro ("(Euro)") into US dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of
(Euro)1 = $0.9135 on August 15, 2000
(2) Reflects the effect of May 2000 stock split (See Note 21)

The consolidated balance sheets have been prepared in French francs and
translated into euro using the fixed exchange rate as of January 1, 1999 of
(Euro)1 = FF 6.55957.

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME

In thousands of Euro except number of shares

<TABLE>
<CAPTION>
Unrealized
Number of Additional Gain on Currency Total
shares Common paid-in Retained Treasury Marketable Translation Shareholder
(000,s)(1) Stock Capital Earnings Stock Securities Adjustment Equity
---------- ------ ---------- -------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1997................... 104,969 43,058 243,139 (299) (18,094) -- 4,759 272,563
Comprehensive loss:
Net loss............... -- -- -- (11,245) -- -- -- (11,245)
Currency translation
adjustment............ -- -- -- -- -- -- (8,285) (8,285)
Total comprehensive
loss.................. -- -- -- (11,245) -- -- (8,285) (19,530)
Dividends (per share
amount: (Euro)0.11).... 1,333 508 9,766 (12,230) -- -- -- (1,956)
Treasury stock
transactions........... 664 -- 10,377 -- (6,060) -- -- 4,317
Exercise of stock
options................ 905 345 3,174 -- -- -- -- 3,519
Stock-based
compensation........... -- -- 14,252 -- -- -- -- 14,252
Common stock issuance--
convertible bonds...... 28,624 10,909 150,341 -- -- -- -- 161,250
Other................... -- -- -- (3) -- -- -- (3)
------- ------ ------- ------- ------- --- ------ -------
Balance at December 31,
1998................... 136,495 54,820 431,049 (23,777) (24,154) -- (3,526) 434,412
------- ------ ------- ------- ------- --- ------ -------
Change in par value(2).. -- 2,715 (2,715) -- -- -- -- --
Comprehensive income:
Net income............. -- -- -- 25,225 -- -- -- 25,225
Currency translation
adjustment............ -- -- -- -- -- -- 21,784 21,784
Unrealized gains on
Securities............ -- -- -- -- -- 506 -- 506
Total comprehensive
income................ -- -- -- 25,225 -- 506 21,784 47,515
Dividends (per share
amount: (Euro)0.13).... -- -- -- (18,686) -- -- -- (18,686)
Treasury stock
transactions........... 1,344 -- 121 -- 10,642 -- -- 10,763
Exercise of stock
options and warrants... 3,192 1,277 17,208 -- -- -- -- 18,485
Common stock issuance--
convertible bonds...... 4,859 1,944 43,344 -- -- -- -- 45,288
Other................... -- -- -- (67) -- -- (67)
------- ------ ------- ------- ------- --- ------ -------
Balance at December 31,
1999................... 145,890 60,756 489,007 (17,305) (13,512) 506 18,258 537,710
======= ====== ======= ======= ======= === ====== =======
</TABLE>
--------
(1) Reflects the effect of May 2000 stock split (see Note 21)

(2) In connection with the conversion of French francs common stock into euro,
the par value of 50 francs per share has been converted and increased up to
8 euro per share (the equivalent of 50 francs being 7.62). The effect of
the increase was deducted from paid-in capital.

The consolidated statements of shareholders' equity and comprehensive income
have been prepared in French francs and translated into euro using the fixed
exchange rate as of January 1, 1999 of (Euro)1 = FF 6.55957.

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------------
1999 1999 1998
------------- ----------- ----------
(In US Dollar (in euro 000's except
000's)* per share amounts)
<S> <C> <C> <C>
Cash flows from operating activities
Net income (loss): 23,043 25,225 (11,245)
Adjustments made to reconcile net
income (loss) to net cash provided by
operating activities:
Minority interests..................... 14,173 15,515 9,270
Amortization and depreciation.......... 53,301 58,348 44,853
Stock based compensation--Parent
company plan.......................... 1,149 1,258 14,252
Convertible debt expense accrued until
conversion date....................... 615 673 3,948
(Gain) Loss on disposal of fixed
assets................................ (4,442) (4,863) (13)
Equity in (earnings) losses of
investees............................. (4,183) (4,580) 203
Change in assets and liabilities:
Cost billable to clients.............. 9,644 10,557 3,961
Accounts receivable................... 31,968 34,995 (73,758)
Prepaid and advances to suppliers..... (7,184) (7,864) (6,187)
Other receivables..................... 26,493 29,002 3,204
Other assets.......................... (27,282) (29,865) (3,319)
Advances from clients................. (44,588) (48,810) 58,224
Accounts payable...................... (28,885) (31,620) 19,739
Other payables........................ 54,580 59,748 2,495
Accrued compensation.................. 8,383 9,177 10,080
Deferred taxes........................ (637) (697) 7,171
Other liabilities..................... 1,848 2,023 4,007
-------- ----------- ----------
Net Cash Provided by Operating
Activities.......................... 107,996 118,222 86,885
Cash flows from investing activities
Purchase of tangible and intangible
assets................................ (40,795) (44,658) (43,054)
Purchase of subsidiaries net of cash
acquired.............................. (242,357) (265,306) (41,365)
Proceeds from sale of tangible and
intangible assets..................... 12,193 13,347 4,682
Proceeds from sale of subsidiaries..... (58,985) (64,570) 7,395
Purchase of marketable securities...... (1,404) (1,537) --
-------- ----------- ----------
Net Cash Used in Investing
Activities.......................... (331,348) (362,724) (72,342)
Cash flows from financing activities
Dividends paid in cash................. (26,152) (28,628) (8,961)
Acquisition of treasury stock.......... -- -- (10,579)
Proceeds from issuance of stock and
disposal of treasury stock............ 33,084 36,217 20,850
Net borrowings under line-of-credit
agreements............................ 35,991 39,399 11,572
Principal payments under capital lease
obligations........................... (2,132) (2,334) (1,447)
Proceeds from convertible bonds........ 205,844 225,335 --
Proceeds from long-term borrowings..... 52,608 57,589 12,762
Repayment of long-term borrowings...... (23,162) (25,355) (13,995)
-------- ----------- ----------
Net Cash Provided by Financing
Activities.......................... 276,081 302,223 10,202
Effect of exchange rate changes on cash
and cash equivalents................... (253) (277) (3,609)
Net increase (decrease) in cash and cash
equivalents............................ 52,475 57,444 21,136
Cash and cash equivalents at beginning
of the year............................ 195,031 213,499 192,363
Cash and cash equivalents at end of the
year................................... 247,506 270,943 213,499
</TABLE>
--------
* Translation of amounts from euro ("(Euro)") into US dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of
(Euro)1= $0.9135 on August 15, 2000

The consolidated statements of cash flows have been prepared in French
francs and translated into euro using the fixed exchange rate as of January 1,
1999 of (Euro)1 = FF 6.55957.

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands of euro except per share amount)

1. NATURE OF OPERATIONS

Havas Advertising, a French corporation listed on the Paris Stock Exchange
and its subsidiaries (the "Company"), operates as a global advertising and
communications group with a worldwide network that offers a complete line of
communications services including general advertising, direct marketing, media
planning and buying, corporate communications, sales promotion, product design,
human resources, multimedia interactive communication and public relations. The
Company operates throughout the world through its network of over 240 agencies
located in over 65 countries.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United States
of America.

All figures are presented in thousands of euro. Consolidated financial
statements have been prepared in French Francs and translated into euro using
the official rate of 6.55957 Francs for one euro at January 1, 1999.
Translation of amounts in euro ("(Euro)") into US dollar ("$") has been made
merely for the convenience of the reader at the noon buying rate of (Euro)1 =
$0.9524 as at April 13, 2000.

Although the 1998 consolidated financial statements depict the same trends
as would have been shown had they been presented in French francs, they may not
be directly comparable to the financial statements of other companies that have
also been restated in euro. Prior to the adoption of the euro, the currencies
of other countries fluctuated against the French franc, but because the euro
did not exist prior to January 1, 1999, historical exchange rates for euro are
not available. A comparison of the Company's financial statements and those of
another company that had historically used a reporting currency other than the
French franc that takes into account actual fluctuations in exchange rates
could give a much different impression than a comparison of the consolidated
financial statements and those of another company as translated in euro.

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

A summary of the Company's significant accounting policies is described
below:

2.1. Principles of Consolidation

Companies over which the Company has direct or indirect control of more than
50% of the outstanding voting shares have been consolidated.

Companies over which the Company is able to exercise a significant influence
have been accounted for using the equity method.

All significant intercompany balances and transactions have been eliminated.

2.2. Foreign Currency Translation

The balance sheets of foreign subsidiaries are converted into French francs
at year-end exchange rates and their income and cash-flows statements are
converted at average rates for the year. Differences arising on translation are
recorded as a separate component of shareholders' equity.

F-7
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

2.3. Revenue Recognition

Net revenues include commissions for placement of advertising in various
media and fees for advertising consulting services and production of
advertisements. Commissions are recognized when advertising is placed. Fees for
advertising consulting services and production are respectively recognized when
the services are rendered and when products are delivered to the customer.

2.4. Cash and cash equivalents

Cash and cash equivalents consist of cash and highly liquid investments with
an original maturity of three months or less.

2.5. Costs billable to clients

Costs billable to clients generally correspond to production costs of
advertisement and generally include only the cost of external purchases.

2.6. Property and Equipment

Property and equipment are carried at historical cost. Depreciation is
calculated either on a straight-line basis or using the declining-balance
method over the estimated useful life of the respective asset. Assets acquired
under capital lease agreements are capitalized and amortized on a straight line
basis.

2.7. Goodwill and Other Intangible Assets

Goodwill corresponds to the excess of the acquisition cost of subsidiaries
over the fair value of the related assets acquired and liabilities assumed.
Goodwill is amortized, using the straight-line method, over its estimated
useful life, generally 40 years.

Other intangibles consist primarily of trademarks, which are amortized over
40 years using the straight-line method.

Goodwill and other intangibles are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of the asset may
not be recoverable; such carrying amounts are compared with the undiscounted
agencies' projected future earnings before interest and after tax over the
related assets economic lives.

2.8. Pension, Retirement and Post Employment Obligations

In accordance with the laws and practices of each country, the Company
participates in various employee benefit plans offering pensions, retirement,
termination and death and disability benefits.

Pension plans include flat benefit, final pay plans and multi-employer
plans. For defined contribution plans and multi-employer plans, pension
expenses correspond to the contributions payable. For defined benefit pension
plans, pension costs are determined using the projected unit credit method.

Individual employment contracts, collective bargaining agreements and
statutes in certain countries where the Company operates generally provide for
severance indemnities in the event of involuntary employee terminations.
Indemnities may range from generally several months to, for certain key
employees,

F-8
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

several years of the related employee's annual salary. Those severance
indemnities that are provided for by collective bargaining agreement or
statutes generally accumulate and when they are probable and can be reasonably
estimated they are accrued ratably over the service period. Those severance
indemnities that are allowed through individual contracts generally do not
vest, nor accumulate and are therefore accrued when the decision to sever the
individual is made. Key employees are also generally subject to non-compete
agreements.

2.9. Income Taxes

In accordance with the Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes", deferred tax assets and liabilities are recorded
based on differences between the financial reporting and the tax basis of
assets and liabilities and measured by applying enacted tax rates expected to
apply to taxable income in the periods in which the deferred tax liability or
asset is expected to be settled or realized.

2.10. Foreign Currency Transactions

Foreign currency transactions are converted at the exchange rates prevailing
at the dates of the transactions. Monetary assets and liabilities denominated
in foreign currencies are converted at the respective exchange rates prevailing
at balance sheet date. Exchange gains and losses are included under other
financial income.

2.11. Stock Options

The Company accounts for its stock-based compensation plans using the
provision of Accounting Principles Board Opinion No. 25 "Accounting for Stock
Issued to Employees". Pro forma disclosure of net income (loss) and earnings
per share is presented in Note 10 as if the fair value based accounting method
in the Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123") had been used.

2.12. Warrants

Warrants to acquire or subscribe Havas Advertising shares issued for no
consideration to all existing shareholders are not recognized in the
accompanying financial statements. Their effect on diluted earnings per share
is described in Note 14.

2.13. Concentration of Credit Risk

The Company provides advertising and communications services to a wide range
of clients who operate in many different industry sectors around the world. The
Company grants credit to all qualified clients, but does not believe it is
exposed to any undue concentration of credit risk related to either a specific
country or customer.

2.14. Recently Issued Accounting Pronouncement

In June 1998, Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"),
was issued. SFAS 133 establishes accounting and reporting standards requiring
that every derivative instrument, including certain derivative instruments
embedded in other contracts, be recorded in the balance sheet as either an
asset or liability measured at its fair value. SFAS 133 requires that changes
in the derivative's fair value be recognized currently in earnings unless
specific hedge accounting criteria are met. SFAS 137 delayed the effective date
of SFAS 133 to fiscal years beginning after June 15, 2000. The Company is
currently studying the future effects of adopting this statement. However, due
to the Company's limited use of derivative financial instruments, management
believes that the implementation of SFAS 133 will not have a material impact on
the Company's financial position and results of operations.

F-9
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

3. ACQUISITIONS

During 1999, Havas Advertising completed two material purchase business
combinations in the United States of America.

Havas Advertising acquired 100% of the outstanding shares of JORDAN Mc GRATH
CASE & PARTNERS INC., a U.S. company specialized in general advertising and
healthcare communications. JORDAN Mc GRATH has been fully consolidated since
January 1, 1999.

Havas Advertising concluded the acquisition of 100% of the outstanding
shares of DEVON DIRECT MARKETING AND ADVERTISING, INC., a US company
specialized in marketing services. DEVON DIRECT has been fully consolidated
since July 1, 1999.

Total consideration paid in cash for these two acquisitions amounted to
88,551, resulting in additional goodwill of 86,817 which will be amortized over
40 years.

These acquisitions in the United States contributed 53,120 to Havas
Advertising's 1999 net revenues.

In June 1999, Havas Advertising acquired all of the outstanding shares of
LOPEX Plc, a UK based marketing services and public relations firm, pursuant to
a public tender offer in cash valuing LOPEX Plc at approximately (Euro)100
million ((Pounds)66 million). The acquisition was accounted for as a purchase
as of July 1, 1999. The total purchase price, including acquisition costs, was
approximately 110,785, resulting in 120,468 of goodwill that will be amortized
over 40 years. It added 35,050 to Havas Advertising's 1999 net revenues.

Besides these three acquisitions, Havas Advertising conducted in 1999 close
to 40 small and medium size purchase business combinations in the United
States, Europe, Asia and Latin America, most of them in marketing services.

Total consideration for these acquisitions was 56,096 in cash, resulting in
56,404 goodwill amortized over 40 years. They have added 48,837 to 1999 net
revenues.

During 1998, Havas Advertising completed more than 20 small and medium size
purchase business combinations in the United States, Canada, Europe, Pacific
and Latin America, in general advertising and marketing services, for a total
consideration of 40,883 in cash, resulting in a total additional goodwill of
38,634, and adding 48,849 to Havas Advertising's 1998 net revenues.

The following table presents unaudited pro forma financial information as if
the 1998 and 1999 business combinations had been consummated at January 1st of
each of the periods.

<TABLE>
<CAPTION>
Years ended December 31,
-------------------------
1999 1998
------------ ------------
(in euro 000's except per
share amounts)
(unaudited)
<S> <C> <C>
Pro forma Revenues................................ 1,192,497 1,071,865
Pro forma Net Income.............................. 29,452 (5,769)
Pro forma basic earnings per share (1)............ 0.21 (0.05)
Pro forma diluted earnings per share (1).......... 0.19 (0.05)
</TABLE>

(1) Reflects the effect of May 2000 stock split (see Note 21)

Most of the acquisition contracts, with the exception of Lopex, specify
contingent payments. Most of them will be accounted for as compensation
arrangement as described in Note 9. Several provide for contingent payments
that will be treated as additional purchase price when the contingency is
resolved.

F-10
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

4. MARKETABLE SECURITIES

In accordance with the Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," available-
for-sale securities are reported at fair value with unrealized gains and
losses, net of tax, included as a separate component of shareholders' equity.

As of December 31, 1999, available-for-sale securities stated at market
value included gross unrealized gains of 844. The Company's marketable
securities consist primarily of mutual fund investments and any gains and
losses are determined using the specific identification method.

5. PROPERTY & EQUIPMENT, NET

Property and equipment are comprised of the following:

<TABLE>
<CAPTION>
As of December
31,
------------------
Useful
lives 1999 1998
---------- -------- --------
<S> <C> <C> <C>
Land.......................................... -- 7,579 8,570
Building...................................... 25 years 51,220 56,604
Furniture, fixtures and equipment............. 5-10 years 254,830 172,555
-------- --------
313,629 237,729
Less: Accumulated depreciation.............. (180,822) (126,053)
-------- --------
132,807 111,676
======== ========
</TABLE>

Depreciation expense amounted to 37,790 and 28,750 for the years ended
December 31, 1999 and 1998, respectively.

Certain land and buildings (18,694 and 28,244 as of December 31, 1999 and
1998, respectively) may not be disposed of without the prior approval of a
bank.

6. GOODWILL AND OTHER INTANGIBLES ASSETS, NET

Goodwill and other intangibles consist of the following:

<TABLE>
<CAPTION>
As of December
31,
------------------
1999 1998
-------- --------
<S> <C> <C>
Goodwill................................................. 904,809 622,719
Patents and licenses..................................... 7,667 4,119
Trademarks............................................... 14,330 14,330
-------- --------
926,806 641,168
Less: Accumulated amortization......................... (157,757) (130,667)
-------- --------
769,049 510,501
======== ========
</TABLE>

In 1999 and 1998, goodwill and other intangible assets amortization expense
amounted to 20,558 and 16,103 , respectively.

7. EQUITY INVESTMENTS

<TABLE>
<CAPTION>
1999 1999 1998 1998
---------- ------------- ---------- -------------
Ownership Investment Equity in net Investment Equity in net
interest% amount income (loss) amount income (loss)
--------- ---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Media Planning Group.... 45% 40,988 5,036 -- --
Data Force.............. 20% 3,975 (711) 4,158 (203)
Others.................. 45% 4,319 255 1,681 --
------ ----- ----- ----
Equity investments...... 49,282 4,580 5,839 (203)
</TABLE>

F-11
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

In 1999, the shareholders (the "Previous Shareholders") of Media Planning,
S.A. (a Spanish corporation) and Havas Advertising signed an Agreement to
combine their respective media planning and buying activities. Havas
Advertising businesses included subsidiaries and operations located in France,
United-Kingdom, the Netherlands, the United States of America, Italy and Spain
while Media Planning, S.A.'s operations were mainly located in Spain, Portugal
and Latin America. The business combination transaction was completed on
October 5, 1999 when Havas Advertising contributed its media planning and
buying businesses (the "Contributed Business") to Media Planning Group (a
Spanish corporation) for a 45% interest in that company, the Previous
Shareholders retaining a 55% interest in the company. A shareholders agreement
governs the relationships between the Previous Shareholders and Havas
Advertising and the governance of Media Planning Group. Havas Advertising also
agreed to compensate Media Planning Group for the loss, if any, of certain
clients provided that the loss takes place before December 31, 1999. The
expected cost to the Company, based upon the formula provided in the agreement,
is approximately (Euro)8 million and has been recorded as a liability as of
December 31, 1999.

For accounting purposes the transaction was treated as an exchange of
similar assets and, at the date of the business combination transaction, the
investment in Media Planning Group was accounted for at the carryover basis
cost of the underlying assets and liabilities of the Contributed Business plus
transaction direct costs and the contingent consideration described above
((Euro)36 million); the excess of Havas Advertising 45% equity in Media
Planning Group ((Euro)37 million) over such historical cost is being amortized
over a 16 year period based on the expected useful life of underlying assets in
the equity investee. Media Planning Group accounted for the acquisition of the
Contributed Business under the purchase method and preliminarily allocated the
excess of purchase price over the net assets acquired ((Euro)131 million) to
customer base as an intangible asset amortized over 12.5 years in the amount of
(Euro)103 million, related deferred tax liability in the amount of (Euro)36
million and residual goodwill amortized over 20 years in the amount of (Euro)64
million. The accompanying financial statements include the accounts of the
Contributed Business until the date of the business combination transaction and
a 45% interest in Media Planning Group from that date until December 31, 1999.

The transaction may be summarized as follows (all amounts in euro millions):

<TABLE>
<S> <C>
Media Planning Group, post acquisition:
Media Planning Group's purchase cost of Havas
Advertising net assets received as a contribution from
Havas Advertising..................................... 138 (a)
Less: Havas Advertising net assets (excluding goodwill
in Havas Advertising books)........................... (7)
-----
Step-up recognized in Media Planning Group financial
statements............................................ 131
-----
Capital increase subscribed by Havas Advertising....... 3 (b)
Media Planning Group net assets (before combination)... 21 (c)
-----
Media Planning Group equity post acquisition........... 162 (a)+(b)+(c)
-----
Havas Advertising share in Media Planning Group (45%).. 73 (d)
Media Planning Group investment account in Havas
Advertising books:
Net assets at carryover cost (including net goodwill in
Havas Advertising books for 17)....................... 24
Capital increase subscribed in Media Planning Group.... 3
Transaction costs...................................... 1
Contingent consideration............................... 8
-----
Total.................................................. 36 (e)
-----
-----
Negative goodwill...................................... 37 (d)-(e)
-----
</TABLE>

F-12
<PAGE>

For tax purposes the transaction is taxable but the payment of the related
tax is deferred until the investment is disposed of and will be determined as
described hereafter. If the sale takes place after a five-year period the gain
will be computed on the basis of the tax bases at contribution date
(historical cost) and should approximate to (Euro)19 million using tax rate
prevailing at merger date. However, the Company might reduce that amount if
the long-term capital loss carryforward (the "Long-Term Carryforward")
currently available has not expired or been used; assuming a maximum
utilization of the Long-Term Carryforward, such tax would be reduced to
(Euro)13 million using tax rates at the date of the business combination
transaction. If the sale takes place within five years the tax that would have
been payable at the date of the business combination transaction would become
immediately payable with late payment penalties computed as if the tax had
been due at the date of the business combination transaction. Such amount
could be reduced because of the existence of the Long-Term Carryforward if,
meanwhile, they have not been used. Any loss on the sale would give rise to a
tax deduction at the time of the sale.

Havas Advertising has granted jointly to the Previous Shareholders a put
option on their Media Planning Group shares. The strike price will be based
upon the market price as defined in the agreement (the "Market Price") plus a
control premium of 20%, increased to 30% if a Competitor (as defined in the
contract) acquires a larger interest in Havas Advertising than Havas SA
(presently the largest Havas Advertising shareholder). The put option may be
exercised during the July 1-September 30, 2001 period and April 1- June 30
period of the years 2002 to 2007 and upon certain events including change in
control of Havas Advertising involving a Competitor, proposed unwinding of the
Media Planning Group transaction by certain shareholders (which would involve
the allocation of the business, assets and liabilities of the Media Planning
Group to its shareholders) and acquisition, under certain circumstances, by
Havas Advertising of shares resulting in Havas Advertising owning 51% of all
Media Planning Group shares and disposition by Havas Advertising of Euro RSCG
network agencies (the Company's main advertising network).

In addition, Media Planning Group has a right to acquire any of the
remaining media planning and buying assets of Havas Advertising. In the event
this right is exercised, the price to be paid by Media Planning Group is to be
agreed upon by the parties or referred to an independent expert.

Media Planning Group is reporting in accordance with generally accepted
accounting principles in Spain.

F-13
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

The summarized financial information presented under Spanish GAAP relating
to Media Planning Group as of December 31,1999 and for the period from the date
of the business combination transaction to December 31, 1999 is presented
below:

<TABLE>
<CAPTION>
1999
-------
<S> <C>
Earnings data
Net sales........................................................... 426,982
Income from operations.............................................. 12,894
Net income.......................................................... 9,511
Balance sheet data
Current assets...................................................... 824,211
Noncurrent assets................................................... 191,649
Current liabilities................................................. 790,763
Noncurrent liabilities.............................................. 11,450
Equity.............................................................. 213,647
</TABLE>

The undistributed earnings relating to equity investments and included in
consolidated retained earnings amounts to 5,036 and 0 at December 31, 1999 and
1998, respectively. The deferred tax liability related to the undistributed
earnings relating to 1999 equity investments amounts to 86.

8. CONVERTIBLE BONDS AND LONG-TERM AND SHORT-TERM BORROWINGS

Convertible Bonds

On the February 12, 1999, the Company issued 2.18% implicit interest rate
convertible bonds due to mature on January 1, 2004 with an aggregate principal
amount of 230,000. The bonds are convertible into common shares of Havas
Advertising at the option of the holder. Under the conversion terms of the
bonds, the bonds may be tendered for conversion into Havas Advertising common
stock at a conversion price of 188 per share. At December 31, 1999 bonds
totaling 45,675 have been converted into 242,954 shares of common stock.

In July of 1998, the Company called for redemption its 659,998-7.5% and its
1,000,000-2.75% convertible subordinated bonds due to mature on January 1, 2000
and 2001, respectively. Substantially all of the bonds were converted into
1,122,617 and 1,450,968 Havas Advertising shares of common stock, respectively.

Long-Term Borrowings

Long-term borrowings consist of the following:

<TABLE>
<CAPTION>
As of December
31,
----------------
1999 1998
------- -------
<S> <C> <C>
US dollar denominated bank loans, at primarily variable
rates ranging from 5.6% to 6.6%, due 2000 to 2006........ 112,219 65,793
British pound denominated bank loans, at primarily
variable rates ranging from 8.3% to 11.0%, due 2000 to
2002..................................................... 404 8,507
Deutsche mark denominated bank loans, at fixed rates
ranging from 4.1% to 4.2%, due 2000 to 2002.............. 2,659 4,647
Other--weighted average interest 6.0%..................... 3,328 1,011
------- -------
118,610 79,958
Less: Current maturities of long-term borrowings........ (28,213) (18,468)
------- -------
Long-term borrowings...................................... 90,397 61,490
======= =======
</TABLE>

F-14
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

In 1999, a U.S. subsidiary of the Company borrowed US dollar 30 million
((Euro)31 million) from an international bank ("the Bank"). In connection with
this loan, Havas Advertising agreed with the Bank to make a deposit in the same
amount to allow the subsidiary to borrow the funds. The deposit has been
classified as restricted deposits under "Other assets" (29,865 as converted at
spot rate at the closing date for the loan) in the balance sheet as of December
31, 1999. The terms of the agreement call for the deposit and debt to mature
simultaneously in six equal annual installments from June 4, 2001 to June 5,
2006. The debt bears interest at LIBOR plus a margin and interest on the
deposit is at LIBOR less a margin. Havas Advertising entered into a combined
interest rate and currency swap ("CIRCUS") with the Bank with the effect of
transforming this US dollar deposit into a French franc deposit of 187,800
(euro 28,630) at Euribor less a margin. The CIRCUS maturities match exactly
those of the deposit both in terms of dates, currency and amounts. As of
December 31, 1999, an exchange loss on the CIRCUS was recorded under "Other
liabilities" for 1,235 which is equal to the unrealized exchange gains on the
deposit.

Future minimum payments as of December 31, 1999, on long-term borrowings,
excluding capital leases, are as follows:

<TABLE>
<CAPTION>
Year 1999
---- -------
<S> <C>
2000................................ 28,213
2001................................ 19,536
2002................................ 19,408
2003................................ 15,305
2004................................ 15,230
Thereafter.......................... 20,918
-------
118,610
-------
Less: Current maturities............ (28,213)
-------
90,397
=======
</TABLE>

Short-Term Borrowings

Included in short-term borrowings in the amounts of 38,579 and 52,365 at
December 31, 1999 and 1998, respectively, are primarily borrowings by
subsidiaries under the terms of various short-term borrowing arrangements. The
weighted-average interest rate on these short-term borrowings outstanding at
December 31, 1999 and 1998, was 5.6% and 5.4%, respectively. Also included in
short-term borrowings in the amounts of 100,728 and 61,418 at December 31, 1999
and 1998, respectively, are overdraft amounts resulting from various lines of
credit of subsidiaries. These overdraft amounts bear interest at the prevailing
market rates in the countries of the subsidiaries. In the aggregate, the
Company had unused lines of credit available under short term and overdraft
borrowing arrangements carrying interest at prevailing market rate of 63,659
and 39,938 at December 31, 1999 and 1998, respectively.

Covenants

The Company's borrowings require certain subsidiaries to meet restrictive
covenants related to total borrowing levels at either the subsidiary level or
country level. However, the Company guarantees significant loans of
subsidiaries. Covenants on Company debt include total borrowing levels in some
countries and minimum shareholders' consolidated equity, among others. As of
December 31, 1999, the Company was in compliance with all debt covenants
related to the above borrowings.

F-15
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

9. COMPENSATION TO SHAREHOLDERS OF ACQUIRED BUSINESSES

In connection with business combinations the Company enters into agreements
with some or all selling shareholders (the "Agreements") that generally provide
for the payment of contingent consideration based upon a multiple of future
earnings and conditioned by their continuing employment ("Earn-Out"). Their
rights to such contingent consideration are generally partially or totally
forfeited if they leave the Company at the Agreements dates or before certain
future dates. EITF consensus on issue No. 95-8 requires that in such
circumstances the amount paid in excess of what the selling shareholders would
get if they left the Company at the Agreements dates be recorded as
compensation expense. The amounts recorded in each of the periods presented
have been determined on the basis of the earnings formula upon which the
contingent consideration is based and allocated on a straight-line basis over
the period the employees are required to stay with the Company to obtain the
maximum amount of the Earn-Out. Estimates used in connection with such
computations are based upon the latest available earnings data and the related
formulas and are revised every year.

In case of partial acquisitions the purchase contracts (the "Purchase
Contracts") generally include put and call agreements to buy the remainder of
the equity at some future date (the "Buy-Out"). The price for the Buy Out is
generally based upon a multiple of future earnings (the "Formula") and
conditioned by the continuing employment of the related shareholders (the
"Minority Shareholders"). The Company accounts for these arrangements as
restricted stock plans. The Formula is applied at the end of every period on
the basis of latest available earnings data and any amount in excess of what
the employee would get if he left the company at the Purchase Contract dates is
treated as compensation expense, which is allocated to every period presented
under a method similar to the one used for Earn-Out Provisions. The share in
the earnings of the related subsidiaries attributable to the Minority
Shareholders, included in such amounts, is presented as "Minority interests".

Compensation expense related to the arrangements described above were:

<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Earn out..................................................... 10,250 4,088
Buy out...................................................... 16,305 9,295
------ ------
Total...................................................... 26,555 13,383
====== ======
Recorded as Compensation to shareholders of acquired
businesses.................................................. 17,442 6,725
Recorded as Minority interests............................... 9,113 6,658
</TABLE>

As of December 31, 1999, the contingent payments expected to be made based
upon the assumptions used for the determination of compensation expense
amounted to approximately 63,459, of which 29,835 are accrued as of the same
date.

For tax purposes the above expenses are generally included as part of the
purchase price of the related subsidiary. The tax effect of this excess of the
tax basis over the financial reporting basis is not recognized until the
disposition of such subsidiaries.

F-16
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

10. EMPLOYEE STOCK OPTION PLANS

The status of the Havas Advertising stock option plan for the years ended
December 31, 1999 and 1998 is as follows. All share and per share figures are
presented after giving effect to the May 2000 stock split (see Note 21).

<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------------------
1999 1998
------------------------- -------------------------
Weighted Weighted
Shares Average Price Shares Average Price
---------- ------------- ---------- -------------
<S> <C> <C> <C> <C>
Outstanding at the
beginning of the year.... 14,370,080 4.37 13,680,060 4.07
Options granted......... 2,075,220 11.52 1,590,000 6.35
Options exercised....... (2,197,680) 3.70 (899,980) 3.86
Options forfeited....... (20,240) 4.47 -- --
---------- ----------
Outstanding at the end of
the year................. 14,227,380 5.51 14,370,080 4.37
========== ==========
Exercisable at the end of
the year................. 5,532,420 4.52 5,102,800 3.85
========== ==========
Weighted-average fair
value of options
granted.................. 5.89 2.72
</TABLE>

The following table summarizes information about fixed stock options
outstanding at December 31, 1999:

<TABLE>
<CAPTION>
Weighted-average
Range of exercise Number outstanding remaining Exercise price Number exercisable
prices at 12/31/1999 contractual life Weighted-average at 12/31/1999
----------------- ------------------ ---------------- ---------------- ------------------
<S> <C> <C> <C> <C>
0.51 2,510,760 3 years 0.51 2,510,760
0.65
to
0.73 8,191,360 3.6 years 0.69 1,648,060
0.97 1,450,040 5 years 0.97 663,380
1.16 710,220 6.2 years 1.16 710,220
1.39 300,000 6.5 years 1.39 --
1.65 200,000 6.7 years 1.65 --
2.39 865,000 6.9 years 2.39 --
---------- ---------
14,227,380 5,532,420
========== =========
</TABLE>

The compensation expense related to Havas Advertising stock-based
compensation is presented under "Stock Based Compensation" and amounted to
1,258 and 14,252 in 1999 and 1998, respectively.

In addition, certain subsidiaries have granted stock options to some of
their employees on their own stocks. The strike is usually based on a multiple
of current earnings at the award date (the "Multiple"). Such options are
generally exercisable five to seven years after award date and require
continuing employment. The parent companies of such subsidiaries have the
option to buy back the shares if and when acquired by the employees and the
employees have the option to put these shares to such parent companies. The
buyback price is generally based upon the multiple applied to the earnings
level when the option is exercised. The employees are required to put the
shares when they leave the Company. Under US GAAP, such plans are performance
plans and variable plan accounting is required. Accordingly the Company makes
an interim measurement of compensation on the basis of the formula price at
the end of each period based upon the most recent available earnings data and
allocates such costs to expense over the period from award date to exercise
date. As of December 31, 1999 and 1998, accrued compensation related to such
plans amount to 5,622 and 7,099, respectively. The related compensation
recorded for the years ended December 31, 1999 and 1998 amounted to 3,367 and
2,148, respectively and is presented under "Stock Based Compensation".

F-17
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

The effect of the measurement of compensation in accordance with FASB
Statement No. 123 on the Company's net income and earnings per share is as
follows:

<TABLE>
<CAPTION>
1999 1998
------ -------
<S> <C> <C>
Net income, as reported...................................... 25,225 (11,245)
Net income, pro forma........................................ 14,250 (7,459)
Basic EPS, as reported....................................... 0.18 (0.09)
Basic EPS, pro forma......................................... 0.10 (0.06)
Diluted EPS, as reported..................................... 0.16 (0.09)
Diluted EPS, pro forma....................................... 0.10 (0.06)
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model using the following assumptions:

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Expected life (in years).................................... 7 6.8
Risk-free interest rates.................................... 3.65/4.86% 4.81%
Expected dividend yield..................................... 1.18% 1.47%
Expected volatility......................................... 30% 30%
</TABLE>

11. PENSIONS AND OTHER BENEFITS

In accordance with the laws and practices of each country, the Havas
Advertising group participates in employee benefits pension plans offering
death and disability, retirement and special termination benefits. Those plans
provide benefits of various types from flat currency amounts per year of
service to final pay plans integrated with social security and multi-employer
plans.

For defined contribution plans, expenses correspond to the contributions
paid. For defined benefit pension plans, accruals and prepaid expenses are
determined using the projected unit credit method.

F-18
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

Disclosures in accordance with SFAS 132 are as follows:

<TABLE>
<CAPTION>
Pension Other
Benefits Benefits
---------------- --------------
1999 1998 1999 1998
------- ------- ------ ------
<S> <C> <C> <C> <C>
Change in benefit obligation
Benefit Obligation at beginning of the
year....................................... (12,011) (11,224) (9,045) (8,111)
Service cost................................ (450) (763) (553) (703)
Interest cost............................... (1,460) (379) (272) (354)
Plan participants contributions............. (177) -- -- --
Acquisition/disposal........................ (37,991) -- 1,122 --
Actuarial loss (gain)....................... 547 -- -- --
Benefits paid............................... 673 355 121 123
------- ------- ------ ------
Benefit Obligation at end of the year....... (50,869) (12,011) (8,627) (9,045)
Change in plan assets
Fair value of plan assets at beginning of
the year................................... -- -- -- --
Actual return on plan assets................ 917 -- -- --
Company contributions....................... 450 -- -- --
Plan participants contributions............. 177 -- -- --
Acquisition/disposal........................ (466) -- -- --
Business combination........................ 39,251 -- -- --
------- ------- ------ ------
Fair value of plan assets at end of the
year....................................... 40,329 -- -- --
======= ======= ====== ======
Funded status of the plan................... (10,540) (12,011) (8,627) (9,045)
Unrecognized actuarial loss................. (788) -- -- --
Unrecognized actuarial prior service cost... -- -- -- --
Unrecognized actuarial transition
obligation................................. -- -- -- --
------- ------- ------ ------
(Accrued) prepaid benefit cost.............. (11,328) (12,011) (8,627) (9,045)
======= ======= ====== ======

Actuarial assumptions have been determined by actuaries and were as follows:

<CAPTION>
Pension Other
Benefits Benefits
---------------- --------------
1999 1998 1999 1998
------- ------- ------ ------
<S> <C> <C> <C> <C>
Discount rate............................... 4.0% 4.0% 4.0% 4.0%
Rate of compensation increase............... 3.0% 3.0% na na
Expected return on plan assets.............. 6.5% na na na
<CAPTION>
Pension Other
Benefits Benefits
---------------- --------------
1999 1998 1999 1998
------- ------- ------ ------
<S> <C> <C> <C> <C>
Annual cost
Service cost................................ 450 763 553 703
Expected interest cost...................... 1,460 379 273 354
Expected return on plan assets.............. (676) -- -- --
Amortization of unrecognized prior service
cost....................................... -- -- -- --
Amortization of actuarial net loss (gain)... -- -- -- --
Amortization of net transition obligation... -- -- -- --
Curtailments/Settlements.................... -- -- -- --
------- ------- ------ ------
Net periodic benefit cost................... 1,234 1,142 826 1,057
======= ======= ====== ======
</TABLE>

F-19
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

Health care costs are assumed to increase (inflation excluded) by 4.2% in
2000, 3.9% in 2001 and 3.6% in 2002 and later.

Amounts recognized in the statement of financial position:

<TABLE>
<CAPTION>
Pension Other
Benefits Benefits
---------------- --------------
1999 1998 1999 1998
------- ------- ------ ------
<S> <C> <C> <C> <C>
Accrued benefit liability..................... (12,020) (12,011) (8,627) (9,045)
Prepaid benefit cost.......................... 692 -- -- --
------- ------- ------ ------
Net amount accrued for........................ (11,328) (12,011) (8,627) (9,045)
------- ------- ------ ------
Accumulated other comprehensive income........ -- -- -- --
------- ------- ------ ------
Net amount recognized......................... (11,328) (12,011) (8,627) (9,045)
======= ======= ====== ======
</TABLE>

Regarding the other benefits plans, a one-percentage-point change in
assumed health care cost trend rates would have the following effects:

<TABLE>
<CAPTION>
1-Percentage- 1-Percentage-
Point Increase Point Decrease
---------------- ---------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Effect on total of service and interest cost
components................................. (305) (305) 152 152
Effect on the postretirement benefit
obligation................................. (2,287) (2,287) 1,829 1,829
</TABLE>

12. INCOME TAX

At December 1999 and 1998, the deferred tax assets and liabilities in the
balance sheet were as follow :

<TABLE>
<CAPTION>
For the Years
ended
December 31,
--------------
1999 1998
------ ------
<S> <C> <C>
Deferred tax asset--Current.................................. 19,484 10,742
Deferred tax asset--Noncurrent............................... 15,215 19,203
Deferred tax liability--Current.............................. (1,250) (1,178)
Deferred tax liability--Noncurrent........................... (2,434) (885)
------ ------
Net deferred tax asset..................................... 31,015 27,882
====== ======
</TABLE>

F-20
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

The Company's provision for income tax includes the following components:

<TABLE>
<CAPTION>
For the Years
ended
December 31,
--------------
1999 1998
------ ------
<S> <C> <C>
Current
France..................................................... 13,856 11,194
State...................................................... 3,173 1,241
Foreign.................................................... 23,255 14,180
------ ------
Total.................................................... 40,284 26,615
------ ------
Deferred
France..................................................... (3,266) 3,435
State...................................................... (529) (435)
Foreign.................................................... 2,890 4,172
------ ------
Total.................................................... (905) 7,172
------ ------
Provision for income tax..................................... 39,379 33,787
====== ======
</TABLE>

The provision for income tax differs from the amount computed by applying
the French income tax rate as a result of the following:

<TABLE>
<CAPTION>
For the Years ended
December 31,
---------------------
1999 1998
--------- ----------
<S> <C> <C>
Net income/(loss)................................... 25,225 (11,245)
Minority interests.................................. 15,515 9,270
Provision for income tax............................ 39,379 33,787
Equity in (earnings) losses of investees............ (4,580) 203
--------- ----------
Income before tax and equity in (earnings) losses of
investees (1)...................................... 75,539 32,015
========= ==========
Provision for income tax using rates of 40% and
41.67% in 1999 and 1998, respectively.............. 30,215 13,340
Stock based compensation............................ 1,850 6,834
Earn out--buy out compensation expense.............. 6,977 2,802
Non deductible goodwill amortization................ 7,379 8,235
Other permanent differences......................... (5,055) 1,043
Tax credits......................................... 665 64
Difference between French and foreign rates......... 1,797 (1,346)
Change in valuation allowance....................... (4,449) 2,815
--------- ----------
Provision for income tax............................ 39,379 33,787
========= ==========
</TABLE>
--------
(1) Of which 3,277 and (2,016) originating from French companies for 1999 and
1998, respectively.

F-21
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

Temporary differences that give rise to deferred tax assets and liabilities
consist of the following:

<TABLE>
<CAPTION>
For the Years
ended December
31,
----------------
1999 1998
------- -------
<S> <C> <C>
Tax effect on tax loss carryforwards
Long-term capital losses................................. 18,042 18,454
Ordinary tax loss carryforwards.......................... 43,266 39,918
------- -------
Temporary differences
Accrued Vacation Pay..................................... 1,236 861
Long-term incentive plan................................. 9,979 6,709
Accrued pension costs.................................... 7,249 7,353
Leases................................................... 41 383
Accrued expenses......................................... 695 2,463
Other temporary differences.............................. 4,329 3,235
------- -------
Total temporary differences................................ 23,529 21,004
Deferred tax assets, gross................................. 84,837 79,376
======= =======
Tax effect of temporary differences related to:
Deductible goodwill amortization......................... 2,434 885
Unrealized gain on marketable securities................. 337 --
Other.................................................... 912 1,178
------- -------
Deferred tax liabilities................................... 3,683 2,063
------- -------
Less: Valuation allowance................................ (50,139) (49,431)
------- -------
Net deferred tax........................................... 31,015 27,882
======= =======
</TABLE>

Deferred tax assets are reduced by a valuation allowance when it is more
likely than not that a portion thereof will not be realized, generally because
of a history of operating losses.

The Company's share of undistributed earnings of foreign subsidiaries that
could be subject to additional income tax if remitted was approximately 286,227
as of December 31, 1999. No provision has been recorded for the French and
foreign taxes that could result from the remittance of such undistributed
earnings since the earnings are permanently reinvested outside of France and it
is not practicable to estimate the amount of such taxes.

As of December 31, 1999, expiration dates of operating loss carryforwards
are as follows:

<TABLE>
<CAPTION>
As of
December 31,
1999
------------
<S> <C>
December 31, 2000............................................... 9,024
December 31, 2001............................................... 1,907
December 31, 2002............................................... 653
December 31, 2003............................................... 721
Thereafter...................................................... 82,279
------
94,584
======
</TABLE>

F-22
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

13. RELATED PARTY TRANSACTIONS

The Company rendered advertising services to Vivendi, the ultimate parent
company of Havas S.A. (Havas Advertising's largest single shareholder), and
affiliates of the "Vivendi Group," in the amount of 18,606 and 17,068 for the
years ended December 31, 1999 and 1998, respectively. The Company also
purchased media space from certain affiliates of Vivendi Group on behalf of
its clients. The accounts receivable and payable (including payable to media
companies belonging to Vivendi Group) in connection with these services
amounted to 8,179 and 3,109 as of December 31, 1999 (14,119 and 18,439 as of
December 31, 1998).

The Company was invoiced by Havas S.A. for the use of the Havas trademark
for 610 in 1999 and 1998.

In certain Media Planning Group subsidiaries, excess cash is lent to the
Company at a money market rate. As of December 31, 1999, the Company debt to
Media Planning Group included under "Related parties payables" amounted to
61,425. Interest charged from the date of the business combination transaction
to December 31, 1999 (note 7) amounted to 362.

The Company used certain Media Planning Group services in connection with
media planning activities. Commissions charged by Media Planning Group from
the date of the business combination transaction to December 31, 1999 amounted
to 5,261 and were rebilled to clients for the same amount. As of December 31,
1999, the related accounts payable (including payable to media companies)
amounted to 42,943 .

14. EARNINGS PER SHARE

Basic earnings per share is computed on the basis of the weighted-average
number of Havas Advertising shares issued after deduction of the weighted
average number of treasury stock. All figures are presented after giving
effect to the May 2000 stock split (see Note 21).

Diluted earnings per share take into account share equivalents having a
dilutive effect. Potential common shares include: convertible bonds (Note 8),
stock-options to employees (Note 10) and warrants to subscribe for Havas
Advertising shares (6,695,621 warrants were issued on May 13, 1998 to all
shareholders for no consideration and mature on May 13, 2001. 20 warrants give
the right to subscribe for twenty Havas Advertising shares for 1,200 francs
(182.94 euro), 5,696,261 and 6,690,621 warrants were outstanding as of
December 31, 1999 and 1998, respectively). Net income is adjusted for after
tax interest expense related to convertible bonds. The dilutive effect of
stock options and warrants is calculated using the treasury stock method.

The following tables present a reconciliation of the basic earnings per
share and the diluted earnings per share for each period presented:

<TABLE>
<CAPTION>
Per share
Net income Number of shares amount
--------------------- ---------------- ---------
(in millions of euro)
<S> <C> <C> <C>
1999
Basic earnings per share.. 25,225 138,809,700 0.18
Stock options........... -- 8,262,500 (0.01)
Warrants................ -- 1,060,780 0.00
Convertible bonds....... 2,570 21,333,300 (0.01)
------- ----------- -----
Diluted earnings per
share.................... 27,795 169,466,280 0.16
======= =========== =====
1998
Basic earnings per share.. (11,245) 125,420,200 (0.09)
Stock options........... -- -- --
Warrants................ -- -- --
Convertible bonds....... -- -- --
------- ----------- -----
Diluted earnings per
share.................... (11,245) 125,420,200 (0.09)
======= =========== =====
</TABLE>

F-23
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

In 1998, certain securities having a potential dilutive effect were not
included in the computation of diluted earnings per share because the Company
incurred a net loss and a loss from continuing operations for that period:

. options to purchase 899,980 of common stock at a range of 3.34 to 4.82
exercised during the year for the period before they were exercised,

. options outstanding at the end of the year to purchase 8,370,080 of
common stock at a range of 3.34 to 6.35,

. options to purchase 6,000,000 of existing common stock at 4.61,

. warrants to purchase 6,690,620 of common stock at 9.15, and

. convertible bonds issued in 1992 and 1994 remaining outstanding at the
beginning of the year and totally converted in common shares during 1998.

15. LEASES

The Company leases certain premises and equipment under both capital and
operating leases. The following is a schedule of future minimum lease payments
for capital and operating leases in effect at December 31, 1999:

<TABLE>
<CAPTION>
Operating
Years Ending December 31, Capital Leases Leases
------------------------- -------------- ---------
<S> <C> <C>
2000................................................ 3,629 45,272
2001................................................ 3,446 42,629
2002................................................ 3,199 35,477
2003................................................ 7,164 25,427
2004................................................ -- 22,286
Thereafter.......................................... -- 99,681
------ -------
Total minimum lease payments........................ 17,438 270,772
-------
Less: Amount representing interest.................. (1,995)
------
Total obligation under capital leases............... 15,443
Less: Current portion............................... (2,944)
------
Long-term portion................................... 12,499
======
</TABLE>

As of December 31, 1999 and 1998, assets are presented under "Property and
equipment" respectively for 25,065 and 22,405 held under capital leases.

Net rental expense for all operating leases was 39,560 and 40,093 in 1999
and 1998, respectively.

16. SEGMENT DATA

The Company's revenues and operating results are derived from three agency
networks utilizing independent brands. This organization was mainly designed
for the Company to be able to provide advertising and communications services
to clients with competing product and services and to permit the expansion of
certain specialty advertising and communication services. The decisions made by
the Company's chief operating decision maker about resources to be allocated to
the operating divisions are not based on the actual

F-24
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

performance of such divisions but on their needs to enhance their service
capabilities and geographic coverage. These three divisions have substantial
similarities in the nature of services provided, the delivery process for
rendering their services, the customers they serve and their economics.
Therefore, the Company considers that it is operating in one segment:
advertising and communications.

Geographical information required by SFAS 131 is as follows:

<TABLE>
<CAPTION>
United Great Rest of
France States Britain Europe Other Total
------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
1999
Net revenues............... 290,975 369,304 187,779 166,117 110,205 1,124,380
Long lived assets.......... 39,476 49,508 20,436 13,509 9,878 132,807
1998
Net revenues............... 265,464 268,532 126,344 134,634 77,793 872,767
Long lived assets.......... 48,508 28,553 18,237 10,603 5,775 111,676
</TABLE>

Net revenues and long-lived assets are attributed to countries based on
location of operating unit.

17. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:

Cash and cash equivalents and short-term debt

The carrying value of cash and cash equivalents and short term debt
approximate fair value because of the relatively short maturity of these
instruments.

Restricted deposit

Restricted deposit carries a variable interest rate and its fair value is
close to its carrying amount.

Long-term debt

The fair value of long-term debt is substantially the same as its carrying
amount in the financial statements because the majority of the Company's long-
term debt is at variable rates and approximates fair value.

Convertible bonds

The fair value of the bonds was determined by reference to quotations
available in markets where these issues were traded estimated using quoted
market prices and amounts.

Combined interest and currency swap ("CIRCUS")

The estimation of the CIRCUS fair value involves splitting the swap into its
borrowing and lending elements and discounting the future expected currency
cash flows relating to each element. The present value calculated have been
converted at the year-end rate and netted to give an estimated fair value.

F-25
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments as of December 31, 1999 and 1998.
Amounts in parenthesis represent liabilities.

<TABLE>
<CAPTION>
1999 1998
-------------------- --------------------
Carrying Carrying
amount Fair value amount Fair value
-------- ---------- -------- ----------
In million of euro
<S> <C> <C> <C> <C>
Cash and cash equivalents........... 270,943 270,943 213,499 213,499
Restricted deposit.................. 29,865 29,865 -- --
Long-term borrowings including
current maturities................. (118,610) (121,368) (79,958) (83,353)
Convertible bonds................... (185,650) (406,887) -- --
CIRCUS.............................. (1,235) (1,362) -- --
</TABLE>

18. SUPPLEMENTAL CASH FLOWS INFORMATION

<TABLE>
<CAPTION>
Years ended
December 31,
---------------
1999 1998
------ -------
(in euro
000's)
<S> <C> <C>
Cash paid for interest........................................ 14,519 23,128
Cash paid for income taxes.................................... 33,234 16,431
Non Cash items:
Equipment purchased under capital lease..................... 3,974 180
Increase in shareholders' equity related to conversion of
bonds
Convertible debt carrying amount net of deferred issue
expenses................................................. 44,884 163,062
Interest expenses......................................... 673 3,948
Deferred tax transferred to equity........................ (269) (5,760)
Dividends paid in common stocks............................. -- 10,275
</TABLE>

19. CONTINGENCIES

The French tax authorities have alleged that the Company acquired certain
investments from employees at overstated prices. The Company and its tax
counsels believe that the position of the tax authorities is unfounded and
intends to defend its position vigorously. The Company brought the matter
before the Paris Tribunal Administratif (tax court). The trial is pending.
Based upon the current assessment established by the Tax Authorities the
possible maximum liability would approximate (Euro)5 million. Based upon
presently available information the Company is not in a position to give an
estimate of a range of possible loss.

The Company is also involved in various routine legal proceedings that arise
in the ordinary course of its business. The Company believes that the outcome
of all pending legal proceedings and unasserted claims in the aggregate will
not have a material adverse effect on its financial position, results of
operations or liquidity.

20. RESERVE FOR DOUBTFUL ACCOUNTS

Change in the Company's reserve for doubtful accounts for the years ended
December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
Charge to
Opening Costs and Other Closing
Balance Expenses Reversal Deductions Movements Balance
------- --------- -------- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Year 1999......... (16,233) (3,815) 2,026 3,389 (940) (15,573)
Year 1998......... (18,063) (3,316) 1,438 3,560 148 (16,233)
</TABLE>

F-26
<PAGE>

HAVAS ADVERTISING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Thousands of euro except per share amount)

21. SUBSEQUENT EVENTS

a) Contemplated merger with Snyder Communications

On February 20, 2000, Havas Advertising and Snyder Communications entered
into a merger agreement pursuant to which Havas Advertising will acquire Snyder
Communications, through the merger of one of its subsidiaries into Snyder
Communications. Upon the consummation of the merger, Snyder Communications will
be a subsidiary of Havas Advertising.

The consideration paid to holders of Snyder Communications' SNC common stock
in the merger will consist of American Depositary Shares, or ADSs, of Havas
Advertising, each of which will represent one Havas Advertising share, having
an estimated aggregate value of approximately $2.1 billion ((Euro)2.2 billion),
based on the number of shares of Snyder Communications' SNC common stock
outstanding on March 31, 2000. At the effective time of the merger, each
outstanding share of SNC common stock will automatically be converted into the
right to receive Havas Advertising ADSs, each of which will represent one Havas
Advertising share. The actual number of Havas Advertising ADSs that the holders
of SNC common stock will have the right to receive will be determined
immediately prior to the merger in accordance with formulas specified in the
merger agreement.

Each share of Snyder Communications' Circle.com common stock issued and
outstanding immediately prior to the effective time of the merger will remain
outstanding after the merger as one share of Circle.com common stock of Snyder
Communications, the surviving corporation of the merger.

The affirmative vote of a majority of the shares of all classes of common
stock of Snyder Communications, voting as a single class, is necessary to adopt
the merger agreement and approve the merger. A capital increase with respect to
the issuance of Havas Advertising shares by Havas Advertising is also required
in connection with the consummation of the merger.

Snyder Communications and Havas Advertising will not complete the merger
unless a number of conditions are satisfied or waived by them. These include:

. approval of the merger by Snyder Communications stockholders and
authorization of the required capital increase by Havas Advertising
shareholders

. clearance under applicable foreign antitrust laws and

. opinions of tax counsel to the effect that, for U.S. federal income tax
purposes, the merger should be tax free to U.S. holders of SNC common
stock, except with respect to cash received for fractional shares.

The merger will be accounted for using the purchase method.

b) Stock split

On May 23, 2000, the shareholders of Havas Advertising approved a 20 for 1
stock split. As a result, each Havas Advertising share, nominal value 8 euro
per share, was exchanged for 20 Havas Advertising shares, nominal value 0.40
euro per share, on May 26, 2000. Unless otherwise indicated, share amounts set
forth in this proxy statement/prospectus give effect to this 20 for 1 stock
split.

F-27
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

1999 Consolidated Financial Statements together with Auditors' Report

AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders of
Media Planning, S.A.:

1. We have audited the consolidated financial statements of MEDIA PLANNING,
S.A. AND DEPENDENT COMPANIES, comprising the consolidated balance sheet as of
September 30, 1999, and the related consolidated statement of income and notes
to consolidated financial statements for the nine month period then ended. The
preparation of these consolidated financial statements is the responsibility
of the Controlling Company's directors. Our responsibility is to express an
opinion on the consolidated financial statements taken as a whole, based on
our audit work performed in accordance with generally accepted auditing
standards in Spain, which do not differ materially from U.S. generally
accepted auditing standards, which require examination, by means of selective
tests, of the documentation supporting the consolidated financial statements
and evaluation of their presentation, of the accounting principles applied and
of the estimates made.

2. On October 5, 1999, Media Planning, S.A. and the Havas Media Group agreed
the merger between the companies composing the latter group and the companies
forming the Media Planning, S.A. Group, in connection with the activities
typical of advertising space buying centers. Accordingly, the shareholders of
Media Planning, S.A. contributed, directly and indirectly, all the
subsidiaries which form the consolidated group as of September 30, 1999 (See
Note 18).

3. In our opinion, the consolidated financial statements referred to above
present, in all material respects, a true and fair view of the net worth and
financial position of Media Planning, S.A. and Dependent Companies as of
September 30, 1999, and of the results of their operations for the nine month
period then ended and contain the required information, sufficient for their
proper interpretation and comprehension, in conformity with generally accepted
accounting principles in Spain and standards applied on a basis consistent
with that of the preceding year.

4. Accounting practices used by Media Planning, S.A. and dependent companies,
in preparing the accompanying financial statements conform with generally
accepted accounting principles in Spain ("Spanish GAAP"), but do not conform
in certain respects with accounting principles generally accepted in the
United States. A description of the differences between Spanish GAAP and U.S.
GAAP and reconciliation of the consolidated income (loss) and shareholders'
equity to U.S. GAAP are set forth in Note 17 to the consolidated financial
statements.

ARTHUR ANDERSEN & CIA S.Com.

/s/ Luis Jimenez Guerrero

Luis Jimenez Guerrero

Madrid, Spain, June 9, 2000

F-28
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1999 (Currency--Thousands of
Spanish Pesetas)

<TABLE>
<CAPTION>
09/30/99 09/30/99
---------- ----------
(Thousands
of USD)*
<S> <C> <C>
ASSETS
Fixed and other noncurrent assets:
Start-up expenses...................................... 85 15,443
Intangible assets (Note 5)-............................ 9,508 1,731,668
Cost................................................... 12,396 2,257,757
Accumulated amortization............................... (2,888) (526,089)
Tangible fixed assets (Note 6)-........................ 8,446 1,538,444
Cost................................................... 16,586 3,020,986
Accumulated depreciation............................... (8,140) (1,482,542)
Long-term financial investments (Note 7)-.............. 3,345 609,338
Long-term investment securities........................ 2,770 504,551
Long-term deposits and guarantees...................... 207 37,787
Other loans............................................ 368 67,000
Total fixed and other noncurrent assets................ 21,384 3,894,893
------- ----------
Deferred Charges (note 5)............................... 989 180,087
------- ----------
Current assets
Accounts receivable- .................................. 236,405 43,058,776
Customer receivables for sales and services............ 226,433 41,242,479
Sundry accounts receivable (Note 8).................... 1,253 228,353
Tax receivables........................................ 9,183 1,672,521
Provisions............................................. (464) (84,577)
Cash................................................... 2,338 425,902
------- ----------
End-of-period adjustements............................. 35 6,390
------- ----------
Total current assets................................... 238,778 43,491,068
------- ----------
Total Assets........................................... 261,151 47,566,048
======= ==========
<CAPTION>
SHAREHOLDERS' EQUITY AND LIABILITIES
<S> <C> <C>
Shareholders' equity (Note 9):
Capital stock.......................................... 549 100,000
Revaluation reserve.................................... 38 7,009
Revaluation reserve Royal Decree-Law 7/1996............ 458 83,422
Other reserves of the Controlling Company- ............ 21,497 3,915,453
Voluntary reserves..................................... 21,387 3,895,453
Legal reserve.......................................... 110 20,000
Reserves at companies consolidated by the global....... 4,310 784,988
Translation differences................................ (481) (87,691)
Income attributable to the Controlling Company......... 6,669 1,214,670
Consolidated income.................................... 7,274 1,324,855
------- ----------
Income attributed to minority interests................ (605) (110,185)
------- ----------
Total shareholders' equity............................. 33,040 6,017,851
------- ----------
Minority interests (Note 10)............................ 2,698 491,429
------- ----------
Long-term debt:
Payable for acquisition of rights on leased assets
(Note 5).............................................. 6,161 1,122,127
Current liabilities:
Payable to credit entities (Note 11)................... 45,743 8,331,602
Trade accounts payable (Note 12)....................... 155,743 28,367,041
Other nontrade payables- .............................. 17,400 3,169,304
Accrued taxes payable.................................. 11,804 2,149,960
Other accounts payable................................. 1,732 315,521
Compensation payable................................... 3,864 703,823
Accrual accounts....................................... 366 66,694
------- ----------
Total current liabilities.............................. 219,252 39,934,641
------- ----------
Total Shareholders' Equity And Liabilities.............. 261,151 47,566,048
======= ==========
</TABLE>
--------
* Translation of amounts from Spanish Pesetas into US dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $1 =
182.140 Spanish Pesetas on August 15, 2000

Prepared in accordance with generally accepted accounting principles in Spain
(see Note 18).

F-29
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

<TABLE>
<CAPTION>
Thousands Thousands of
of USD* pesetas
------------ -------------
Nine months ended 9/30/99
<S> <C> <C>
APPLICATION OF FUNDS
Minority Interests................................. 402 73,270
Transfer to short-term of long term debt........... 543 98,837
Fixed asset additions
Intangible assets................................ 741 135,062
Tangible fixed assets............................ 1,361 247,900
Long-term financial investments.................. 1,444 263,057
Dividends.......................................... 7,056 1,285,113
TOTAL FUNDS APPLIED................................ 11,547 2,103,239
----------- -------------
FUNDS OBTAINED IN EXCESS OF FUNDS APPLIED (INCREASE
IN WORKING CAPITAL)............................... -- --
=========== =============
<CAPTION>
Thousands Thousands of
of USD* pesetas
------------ -------------
Nine months ended 9/30/99
<S> <C> <C>
SOURCE OF FUNDS
Funds obtained from operations..................... 9,323 1,698,175
Fixed asset disposals
Tangible fixed assets............................ 27 4,878
Intangible assets................................ 61 11,099
Translation differences............................ 70 12,742
TOTAL FUNDS OBTAINED............................... 9,481 1,726,894
----------- -------------
FUNDS APPLIED IN EXCESS OF FUNDS OBTAINED (DECREASE
IN WORKING CAPITAL)............................... 2,066 376,345
=========== =============
<CAPTION>
Thousand of
Spanish Pesetas
--------------------------
Nine months ended 9/30/99
Increase Decrease
------------ -------------
<S> <C> <C>
VARIATION IN WORKING CAPITAL
Accounts receivable................................ -- 345,286
Inventories........................................ -- 25,975
Accounts payable................................... 578,082 --
Cash............................................... -- 589,556
End-of-period-adjustments.......................... 6,390 --
----------- -------------
TOTAL.............................................. 584,472 960,817
----------- -------------
VARIATION IN WORKING CAPITAL....................... 376,345
=============
</TABLE>

*Translation of amounts from Spanish Pesetas into U.S. dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of
$1=182.140 Spanish Pesetas on August 15, 2000.

F-30
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

CONSOLIDATED FINANCIAL STATEMENTS OF INCOME FOR THE NINE MONTH PERIOD
ENDED SEPTEMBER 30, 1999
(Currency--Thousands of Spanish Pesetas)

<TABLE>
<CAPTION>
09/30/99 09/30/99
---------- ----------
(Thousands
of USD)*
<S> <C> <C>
DEBIT
EXPENSES:
Operating expenses...................................... 538,427 98,069,119
------- ----------
538,427 98,069,119
------- ----------
Operating income........................................ 10,557 1,922,786
------- ----------
Financial and similar expenses.......................... 1,462 266,210
------- ----------

------- ----------
Financial income........................................ 1,070 194,868
------- ----------
Income from ordinary activities......................... 11,626 2,117,654
Extraordinary expenses and losses....................... 200 36,362
Extraordinary income.................................... 480 87,410
------- ----------
Consolidated income before taxes........................ 12,106 2,205,064
------- ----------
Corporate income tax (Note 14).......................... 4,832 880,209
------- ----------
Consolidated income for the year........................ 7,274 1,324,855
------- ----------
Income attributed to minority interests (Note 10)....... 605 110,185
------- ----------
Income for the year attributed to the Controlling Compa-
ny..................................................... 6,669 1,214,670
======= ==========

<CAPTION>
09/30/99 09/30/99
---------- ----------
(Thousands
of USD)*
<S> <C> <C>
CREDIT
REVENUES:
Net sales............................................... 548,984 99,991,905
548,984 99,991,905
Other financial revenues................................ 2,531 461,078
2,531 461,078
Extraordinary revenues and income....................... 680 123,772
680 123,772
------- ----------
</TABLE>

* Translation of amounts from Spanish Pesetas into US dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $1 =
182.140 Spanish Pesetas on August 15, 2000

F-31
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Month Period Ended September 30, 1999

1. DESCRIPTION OF THE GROUP

Media Planning, S.A. was incorporated on October 10, 1978. Its corporate
purpose is to perform the activities which, under current advertising
legislation, are specific to general advertising agencies, including all kinds
of acts, contracts, transactions and, in general, the adoption of the necessary
or advisable measures which would directly or indirectly ensure compliance with
its corporate purpose.

At present it engages mainly in the typical operations of buying centers
devoted to the purchase of advertising space in mass media as well as media
research and planning services.

The Group was formed by the constitution or acquisition by Media Planning,
S.A. of majority holdings in companies directly or indirectly linked to its
corporate purpose and the development of its main activities.

2. CONSOLIDATED COMPANIES

The dependent companies included in the consolidation of Media Planning,
S.A. and information thereon are as follow:

<TABLE>
<CAPTION>
Percentageof
Company Address Ownership
------- ------- ------------
<S> <C> <C>
Media Planning
Publicidade, S.A........ Miguel Bombarda, 36 Lisbon 80%
Media Planning S.A. de
C.V..................... Ejercito Nacional, 418 Mexico D.F. 70%
Media Advisors, S.A...... General Peron, 38 Madrid 99.9%
Media Contacts, S.A...... General Peron, 38 Madrid 80%
Media Planning Colombia,
S.A..................... Carrera 7, 7.121 Santafe de Bogota 94.9%
Media Planning, S.A. (Ar-
gentina)................ Suipacha, 111 Buenos Aires 100%
Metrics in Marketing,
S.A..................... General Peron, 38 Madrid 99.99%
Media Planning Interna-
tional Corp. (USA)...... 2600 Douglas Road-Coral Gables, Florida 100%
</TABLE>

All these companies engage in the provision of general advertising services.

The financial information on these companies that was used in consolidation
is that reported in their financial statements as of September 30, 1999,
adjusted in order to unify the various accounting methods with those of the
Controlling Company and, eliminating the effect, if any, of inflation.

Rablin, S.A. and Dependent companies, Acciones Especiales, S.A. and
Dependent companies and Interactive Network, S.L. are not consolidated in spite
of the Company has their control since these companies were not contributed by
Media Planning S.A. as of October 5, 1999 (See notes 7 and 17).

3. BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

a) True and fair view--

The consolidated financial statements for the nine month period ended
September 30, 1999, which were prepared from the accounting records of Media
Planning, S.A. and of its dependent companies listed in Note 2, are presented
in accordance with the Spanish National Chart of Accounts and, accordingly,
give a true and fair view of the net worth, financial position and results of
operations of the Group in these period.

F-32
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

b) Consolidation principles--

As described in Note 2, all the consolidated companies were included by the
global integration method, as appropriate, since the Controlling Company
exercises effective control over them by virtue of ownership of a majority of
the voting rights in their representation and decision-making bodies.

The equity of minority interests in net worth and income of the consolidated
subsidiaries is presented under the "Minority Interests" and "Income Attributed
to Minority Interests" captions on the liability side of the accompanying
consolidated balance sheets and consolidated statement of income, respectively.

All material accounts and transactions between the companies consolidated by
the global method were eliminated in consolidation.

The consolidated financial statements do not include the tax effect of
including the consolidated subsidiaries' reserves in the Parent Company's
accounts, on the assumption that reserves not taxed at source will not be
transferred and will be used as a self-financing source at each consolidated
subsidiary.

4. VALUATION STANDARDS

The main valuation methods applied in preparing the consolidated financial
statements for the nine month period ended September 30, 1999 were as follows:

a) Uniformity of items--

In order to uniformly present the items included in the accompanying
consolidated financial statements, all the valuation principles and standards
used by the Controlling Company were applied to substantially all the
consolidated companies.

b) Translation methods--

The financial statements expressed in currencies other than the peseta were
translated to pesetas at the exchange rates ruling at September 30, 1999,
except for:

1. Capital stock and reserves, which were translated at historical exchange
rates.

2. Statements of income, which were translated at the average exchange rate
for the period.

The exchange differences arising from application of these procedures are
included under the "Shareholders' Equity--Translation Differences" caption in
the accompanying consolidated balance sheets.

c) Start-up expenses--

Start-up expenses, which comprise incorporation, preopening and capital
increase expenses, are recorded at cost. These expenses relate basically to
lawyers' fees and public deed and registration expenses, etc., and are
amortized over a five-year period.

d) Intangible assets--

The rights under financial lease contracts are recorded as intangible assets
at the cost of the related assets, revalued, in the case of Media Planning,
S.A., pursuant to the provisions of Royal Decree-Law 7/1996 (see Notes 5 and
9), and the total debt for lease payments plus the amount of the purchase
option are recorded as a liability. The difference between the two amounts,
which represents the interest expenses on the transaction, is recorded under
the "Deferred Charges" caption in the consolidated balance sheet and is
allocated to income each year by the interest method. The cost of assets
acquired under financial lease contracts is amortized over the same period as
similar assets recorded under the "Tangible Fixed Assets" caption.

F-33
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

The expenses incurred in the development and acquisition of computer
software are recorded as intangible assets and are amortized on a straight-line
basis over five years.

e) Tangible fixed assets--

Tangible fixed assets are carried at cost, revalued, in the case of Media
Planning, S.A., pursuant to the provisions of enabling legislation and,
especially, Royal Decree-Law 7/1996 and, in the case of Media Planning
Publicidade, S.A, pursuant to Decree Law 31/1998 (see Notes 6 and 9).

Upkeep and maintenance expenses are expensed currently.

The consolidated Group companies depreciate their tangible fixed assets by
the straight-line method over the years of estimated useful life as follows:

<TABLE>
<CAPTION>
Years of
Estimated
Useful Life
-----------
<S> <C>
Structures...................................... 25 to 50
Installations................................... 8 to 13
Furniture....................................... 3 to 10
Computer hardware............................... 4 to 10
Transport equipment............................. 4 to 6
</TABLE>

f) Long-term financial investments--

The Group records investment in other companies, other than the consolidated
companies, at cost, net, if appropriate, of the required provisions for
diminution in value if cost was higher than underlying book value at year-end.

g) Corporate income tax--

The expense for corporate income tax of each year is calculated on the basis
of book income before taxes, increased or decreased, as appropriate, by the
permanent differences from taxable income, net of tax relief and tax credits.

h) Foreign currency transactions--

The Group companies record transactions denominated in foreign currencies by
applying the exchange rates ruling at the transaction date. Exchange
differences arising upon realization of foreign currency balances are charged
or credited, as appropriate, to income for the period.

At period-end, the balances of foreign currency receivables and payables are
carried at the exchange rate then prevailing.

Negative exchange differences arising from applying the official exchange
rate at period-end are charged to income.

The positive net differences are recorded under the "Deferred Revenues"
caption on the liability side of the consolidated balance sheet until they
mature or are settled early at which time they are taken to income.

i) Recognition of revenues and expenses--

Revenues and expenses are recognized on an accrual basis.

F-34
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

However, in accordance with the accounting principle of prudence, the
consolidated Group only records realized income at period-end, whereas
foreseeable contingencies and losses, including possible losses, are recorded
as soon as they become known.

j) Termination indemnities--

Under current labor regulations in the various countries, the Group
companies are required to make indemnity payments to employees terminated under
certain conditions. Since the Group companies' directors do not consider that
any future terminations will arise under normal circumstances, no provision was
recorded in this connection in the consolidated balance sheet as of September
30, 1999.

5. INTANGIBLE ASSETS

The balances as of September 30, 1999 in the "Intangible Assets" accounts
and the related accumulated amortization are as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas
---------
<S> <C>
Cost--
Rights on leased assets........................................ 1,572,234
Computer software.............................................. 685,523
Advances for intangible assets................................. --
---------
2,257,757
---------
Accumulated amortization--
Rights on leased assets........................................ (186,480)
Computer software.............................................. (339,609)
---------
(526,089)
---------
1,731,668
---------
</TABLE>

Most of the financial lease contracts in force as of September 30, 1999, are
held by the Controlling Company. The main features of its contracts are
summarized as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas
---------
<S> <C>
Unrevalued cash price of leased fixed assets excluding Purchase op-
tions, as stated in contract....................................... 1,174,284
Amount of purchase options.......................................... 320,716
Amount of payments made--
In prior years..................................................... 711,390
As of September, 30th.............................................. 84,464
Balance of lease payments outstanding as of September 30th , 1999 .. 1,315,291
</TABLE>

The cost recorded for the rights on leased assets includes, on the one hand,
the addition of Ptas. 63,592,000 arising from the revaluation carried out by
the Controlling Company in 1996 and, on the other, the amount of the public-
deed and registration costs of Ptas. 13,642,000.

The balance of the lease payments outstanding as of September 30th , 1999,
includes Ptas. 148,066,000 of interest unaccrued at that date, the balancing
entry of which is included under the "Deferred Charges" caption in the
accompanying consolidated balance sheet.

F-35
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

The outstanding payments, as of September 30, 1999, including the amount of
the purchase options, mature as follows:

<TABLE>
<CAPTION>
Thousands
Of
Pesetas
Maturity of Payments ---------
<S> <C>
At short-term................................................... 193,164
---------
At long-term--
2000........................................................... 42,843
2001........................................................... 161,696
2002........................................................... 161,696
Subsequent years (until 2008).................................. 755,892
---------
1,122,127
---------

---------
Total........................................................... 1,315,291
</TABLE>

The outstanding payments as of September 30, 1999, which mature at short-
term are recorded in the "Payable to credit entities" caption in the
accompanying consolidated balance sheet.

6. TANGIBLE FIXED ASSETS

The balances as of September 30, 1999 in the "Tangible Assets" accounts and
the related accumulated depreciation are as follows:
<TABLE>
<CAPTION>
Thousands
of Pesetas
----------
<S> <C>
Cost--
Buildings...................................................... 388,694
Installations.................................................. 885,943
Furniture...................................................... 268,089
Computer hardware.............................................. 1,036,066
Other tangible assets.......................................... 442,194
----------
3,020,986
----------
Accumulated depreciation--
Buildings...................................................... (88,255)
Installations.................................................. (310,439)
Furniture...................................................... (135,420)
Computer hardware.............................................. (845,160)
Other tangible assets.......................................... (103,268)
----------
(1,482,542)
----------
1,538,444
----------
</TABLE>

In 1998 Media Planning Publicidade, S.A. revalued some of its tangible fixed
assets pursuant to Royal Decree-Law 31/1998, giving rise to a surplus of Ptas.
7,009,000.

Media Planning, S.A. revalued some of its assets pursuant to Royal Decree-
Law 7/1996, by the amounts and in the conditions described in Note 4.

F-36
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

The "Structures" caption includes an office belonging to Media Planning,
S.A. which has been mortgaged to secure the refund of a Ptas. 41,900,000 loan,
granted by Caixa de Manresa, which matures on May 26, 2009 (see Note 10). This
mortgage as of September, 1999 amounted to Ptas. 39,443,000.

The Group takes out insurance policies to cover the possible risks to which
its tangible fixed assets are subject.

7. LONG-TERM FINANCIAL INVESTMENTS

The balances as of September 30, 1999 in the long-term financial accounts
are as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas
---------
<S> <C>
Long-term investment securities................................. 504,551
Long-term deposits and guarantees............................... 37,787
Other loans..................................................... 67,000
-------
609,338
-------
</TABLE>

General and financial data on the investees as of September 30, 1999 are as
follows:

<TABLE>
<CAPTION>
Financial Data
In Thousands of Pesetas
-------------------------------------------------------------------------
Interactive Eventos Information Acciones
Rablin, In Store Network, Deportivos, Resources Especiales,
S.A. Media, S.A. S.L. S.A. Espana, S.L. S.A.
--------- ----------- ----------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Location................ Madrid Madrid Madrid Barcelona Madrid Barcelona
Corporate purpose....... Purchase Advertising General Development Market Advertising
and sale services advertising and research services and
of all of and media services commercial and marketing media
movable marketing exploitation marketing
property advice of sporting advice
and real events
state and
an
extensive
range of
services
Percentage of
Ownership.............. 0,1 % (D) 0,2 % (D)
100% 99,9% (I) 79,84% (I) 28.58% 31,02% (I) 99,9%
Cost of holding......... 230,909 50 500 2,858 260.244 9.990
</TABLE>

D: Direct ownership

I: Indirect ownership

F-37
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

8. SHAREHOLDERS' EQUITY

The consolidated balances as of September 30, 1999 in the equity accounts
are as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas
---------
<S> <C>
Capital stock................................................ 100,000
Revaluation reserve.......................................... 7,009
Royal Decree-Law 7/1996...................................... 83,422
Other reserves of the controlling company-- 3,915,453
Unrestricted reserves........................................ 3,835,453
Restricted reserves.......................................... 20,000
Reserves at companies consolidated by the global and propor-
tional integration methods.................................. 784,988
Translation differences...................................... (87,691)
Income attributable to the Controlling Company............... 1,214,670
---------
6,017,851
---------
</TABLE>

Capital stock--

As of September 30, 1999, the capital stock of Media Planning, S.A.
consisted of 100,000 fully subscribed and paid registered shares of Ptas. 1,000
par value each, all with the same voting and dividend rights.

The Controlling Company's shareholders as of September 30, 1999, were as
follows:

<TABLE>
<CAPTION>
Percentage of
Ownership%
-------------
<S> <C>
Deya, S.A................................................... 40.000
Inversiones y Servicios Publicitarios, S.A.................. 28.999
Compania de Cartera e Inversiones, S.A...................... 20.000
Cantabro Catalana de Inversiones, S.A....................... 5.000
Calle Arcos, S.L............................................ 3.002
Invermaro, S.L.............................................. 2.999
-------
100.000
</TABLE>

Revaluation reserve--

The balance under this caption in the consolidated balance sheet relates to
the revaluation recorded by the Controlling Company pursuant to Budget Law
1983. This is a restricted reserve.

Revaluation reserve Royal Decree-Law 7/1996--

F-38
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

can be taken to unrestricted reserves, provided that the monetary surplus has
been realized. The surplus will be deemed to have been realized in respect of
the portion on which depreciation has been taken for accounting purposes or
when the revalued assets have been transferred or retired from the accounting
records.

Also, if leased assets are restated, the aforementioned use of the
"Revaluation Reserve" balance may not take place before the purchase option has
been exercised.

If this balance were used in a manner other than that provided for in Royal
Decree-Law 7/1996, it would be subject to tax.

Legal reserve--

Under the revised Spanish Corporations Law, 10% of income for each year must
be transferred to the legal reserve until the balance of this reserve reaches
at least 20% of capital stock. Under Portuguese legislation, applicable to
Media Planning Publicidade, S.A., while this reserve must reach the same
amount, only 5% of income for the year must be transferred.

The use of the balance of the legal and other reserves is subject to the
legislation in force applicable to each reserve. The use of these reserves in a
manner other than that provided for in the applicable legislation, would be
subject to the related taxes in each country.

Reserves at companies consolidated by the global and proportional integration
method--

The breakdown by company of the balance of this caption in the consolidated
balance sheet as of September 30, 1999, is as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas
---------
<S> <C>
Metrics in Marketing S.A........................................ (2)
Media Contacts, S.A............................................. 7,298
Media Planning Publicidade, S.A. (Portugal)..................... 612,295
Media Planning S.A. de C.V. (Mexico)............................ 107,061
Media Planning Colombia, S.A.................................... 56,628
Media Planning, S.A. (Argentina)................................ 1,588
Media Advisors, S.A............................................. 120
-------
784,988
</TABLE>

9. MINORITY INTERESTS

The balance of this caption in the consolidated balance sheet as of
September 30, 1999, relates to the equity of minority interests in the
underlying book value of the net worth of the consolidated companies. Also, the
balance of the "Income Attributed to Minority Interests" caption in the
consolidated statement of income represents the equity of the minority
interests in the nine-month period ended September 30, 1999 income.

F-39
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

The balances as of September 30, 1999 under this caption in the consolidated
balance sheet were as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas
---------
<S> <C>
Metrics in Marketing S.A........................................ 12
Media Contacts, S.A............................................. (790)
Media Planning Publicidade, S.A. (Portugal)..................... 221,842
Media Planning S.A. de C.V. (Mexico)............................ 262,802
Media Planning Colombia, S.A.................................... 7,553
Media Advisors, S.A............................................. 10
-------
491,429
</TABLE>

10. PAYABLE TO CREDIT ENTITIES

The detail of the accounts payable to credit entities as of September 30,
1999, is as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas
---------
<S> <C>
Credit lines.................................................... 4,799,710
Bill discounting payables....................................... 3,274,975
Mortgage loans.................................................. 39,443
Lease payments payable.......................................... 193,164
Accrued interest payable........................................ 24,310
---------
8,331,602
</TABLE>

The balances as of September 30, 1999, of the accounts payable to credit
entities, substantially all of which relate to the Controlling Company, are as
follows:

<TABLE>
<CAPTION>
Thousands of Pesetas
-----------------------
Balance Drawn
Limit Down
--------- -------------
<S> <C> <C>
Spain-
Banco Urquijo, S.A................................ 1,600,000 126,089
Deutsche Bank, S.A................................ 1,000,000 727,539
Banco Bilbao Vizcaya, S.A......................... 900,000 398,476
Banco Santander, S.A.............................. 500,000 397,114
Banca March, S.A.................................. 1,600,000 1,636,764
Caja de Madrid, S.A............................... 600,000 5,714
Banco de Comercio, S.A............................ 300,000 7,049
Bankinter, S.A.................................... 500,000 468,219
La Caixa, S.A..................................... 500,000 256,039
Portugal-
Banco Bilbao Vizcaya, S.A......................... 788,434 315,307
Banco Santander, S.A.............................. 182,585 266,811
Other-............................................ -- 194,589
--------- ---------
8,471,019 4,799,710
</TABLE>

F-40
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

The average interests paid from the loans and lines of credit remained
during the period have been Mibor o Lisbor, depending on the market, plus a
negotiated premium.

All these credit lines matured before twelve month.

A mortgage loan of Ptas. 39,443,000 granted to the Controlling Company by
Caixa Manresa matures on May 26, 2009 and is secured by a mortgage on a
basement owned by Media Planning, S.A. in Barcelona (see Note 6).

As of September 30, 1999 the Controlling Company had discounted drafts
amounting to Ptas. 3,274,975,000

As of September 30, 1999, the Controlling Company had received guarantees
from finance entities totaling approximately Ptas. 1,138,628,000 most of which
are securing certain payments.

11. TRADE ACCOUNTS PAYABLE

The detail of the balance of this caption in the consolidated balance sheet
as of September 30, 1999, is as follows:

<TABLE>
<CAPTION>
Thousands
of Pesetas
----------
<S> <C>
Suppliers...................................................... 25,596,845
Accounts payable for volume discounts.......................... 2,558,042
Customer advances.............................................. 212,154
----------
28,367,041
</TABLE>

12. REVENUES AND EXPENSES

a) Net sales-

Most of the services billed by the Group were provided in Spain. The
breakdown recorded under this caption in the consolidated balance sheet as of
December 31, 1998, is as follows:

<TABLE>
<CAPTION>
Thousands
of Pesetas
----------
<S> <C>
Spain.......................................................... 81,209,627
Portugal....................................................... 13,906,117
Argentina...................................................... 2,425,363
Colombia....................................................... 1,864,649
Mexico......................................................... 525,178
----------
Total.......................................................... 99,930,934
</TABLE>

The average number of employees at the Group as of September 30, 1999, by
professional category, was as follows:

b) Employees

<TABLE>
<CAPTION>
Average
Number
of Employees
------------
<S> <C>
Senior management............................................ 15
Managers..................................................... 27
Media personnel.............................................. 488
Technical Personnel.......................................... 69
Clerical staff............................................... 72
Unskilled workers............................................ 62
---
Total........................................................ 733
</TABLE>

F-41
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

13. TAX MATTERS

Corporate income tax is calculated on the basis of income per books
determined by application of generally accepted accounting principles, which
does not necessarily coincide with taxable income.

In view of the disparity of the income tax treatment applicable to the
various consolidated Group companies and the different situations of each
company with respect to tax incentives and tax loss carryforwards, a detail of
the reconciliation of the income per books to the aggregate taxable income and
taxes payable is not included.

The Controlling Company has the last four years open for review by the tax
inspection authorities for the main taxes applicable for it. The years open for
review at the dependent companies are as follows:

<TABLE>
<CAPTION>
Years
-------------
<S> <C>
Rablin, S.A................................................. 1994 to 1998
Media Advisors, S.A......................................... 1994 to 1998
Media Planning Publicidade, S.A............................. 1993 to 1998
Media Planning, S.A. de C.V. (Mexico)....................... 1996 to 1998
Acciones Especiales, S.A.................................... 1997 and 1998
Media Planning Colombia, S.A................................ 1997 and 1998
Media Contacts, S.A......................................... 1997 and 1998
Media Planning, S.A. (Argentina)............................ 1998
</TABLE>

The directors of the companies do not expect any material liabilities to
arise in the event of tax audits of the open years.

14. DIRECTORS' COMPENSATION AND OTHER BENEFITS

As of September 30, 1999 Controlling Company's directors received a total of
Ptas. 61,830,000 as wages and fees for attendance at Board meetings.

The Group has not granted any loans to the former or current members of its
respective Boards of Directors, and it does not have any pension or life
insurance commitments to them.

15. YEAR 2000 ADAPTATION PLANS

As of September 30, 1999, the foreseeable impact of the "Year 2000 Issue" on
the Company's computer and production systems had been assessed, and it was
considered that it would not be material. At the end of the fiscal year ended
December 31, 1999, no incidents involving the computer systems that might have
an impact on these financial statements had arisen.

Also, no significant weaknesses are expected to arise in this connection in
the Company's operations in the coming months as a result of minor effects yet
to have on impact.

16. DESCRIPTION OF SIGNIFICANT DIFFERENCES BETWEEN SPANISH AND U.S. GAAP.

The financial statements of Media Planning, S.A. and Dependent Companies
were prepared in accordance with generally accepted accounting principles in
Spain ("Spanish GAAP"), which differ in some respects from generally accepted
accounting principles in the United States ("U.S. GAAP").

The following is a description of the significant differences between
Spanish and U.S. GAAP in relation to the financial statements of Media
Planning, S.A. and Dependent Companies:

F-42
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
For the Nine Month Period Ended September 30, 1999

a) Preopening expenses and Other amortizable expenses--

Under Spanish GAAP, start-up expenses, such as the legal and registration
costs incurred in forming a new subsidiary, direct costs incurred in attracting
subscribers and costs associated with the launch of new products may be
capitalized and amortized over a maximum period of five years. Under U.S. GAAP,
start-up expenses must be expensed currently.

b) Financial lease contracts--

In accordance with Spanish GAAP, the assets subject to financial leasing
contracts, such as leases and rentals, are depreciated on a straight-line basis
over the period of their useful life. In U.S. GAAP, these goods should be
depreciated over the duration of the financial leasing contracts.

None of these items result in any differences in net income or shareholders'
equity between U.S. and Spanish GAAP.

c) Restatement of fixed assets--

In accordance with Spanish GAAP, tangible fixed assets are carried at cost
except for those assets carried at cost revalued, in Media Planning's case,
pursuant to the applicable enabling legislation, especially Royal Decree-Law
7/1996.

In accordance with U.S. GAAP tangible assets should be carried at
acquisition cost.

d) Exchange gains/losses--

In accordance with U.S. GAAP the balance sheet items, for foreign-currency
denominated credits and debits, are converted into domestic currency by
applying the prevailing exchange rate at the time the corresponding operation
is realized, the credits and debits being valued at the end of the year in
accordance with the prevailing exchange rate at that time. The exception to
this is if the exchange rate has been hedged, in which case they are valued at
the hedged exchange-rate so that exchange gains/losses are included in the
annual results irrespective of if they are positive or negative.

In accordance with the accounting principles applicable in Spain, the
conversion into pesetas of balance sheet and credit and debit items denominated
in foreign currency is carried out in a similar way. Exchange gains that result
from valuing the foreign-currency debits and credits at the end of the year,
however, are included on the liabilities side of the balance sheet as deferred
revenues. The exception to this is if exchange losses have been entered in
results in previous years, in which case the exchange gain is recorded as a
revenue item up to a limit equal to the exchange losses recorded in previous
years.

e) Deferred taxes--

Spanish GAAP permit the recognition of deferred tax assets, including those
arising from net operating loss carryforwards, if it can be demonstrated that
the deferred tax assets can be realized within a ten-year period from the date
on which the assets were generated.

According to U.S. GAAP, deferred tax assets and liabilities are recorded as
the tax effect of the temporary differences between financial and tax reporting
bases irrespective of the period in which they are realized. Tax credits
arising from tax losses may only be recorded as assets to the extent it is
considered more than probable that there will be sufficient future income
against which to set off the losses. Determination of such probability is based
both on objective considerations, such as historical information for each Group
company, and on subjective projections, such as the budgets and business plans
of the said companies. While this difference in accounting principle may give
rise to differences in net income and shareholders' equity, no such differences
arose during the periods presented. While this difference in accounting
principle may give rise to differences in net income and shareholders' equity,
no such differences arose during the periods presented.

F-43
<PAGE>

f) Net income (loss) per share--

Spanish accounting principles do not require information on net profit
(loss) per share in the notes to the financial statements. Under U.S. GAAP, the
net profit (loss) per share is calculated by dividing net income (loss) for
each period by the weighted average number of shares outstanding in the same
period.

g) Recognition of losses--

Under Spanish GAAP, losses must be accrued for foreseeable contingencies and
losses when known. Under U.S. GAAP, losses are accrued when it is probable that
a loss has been incurred and the amount of the loss is reasonably estimable.
While this difference in accounting principle may give rise to differences in
net income and shareholders' equity, no such differences arose during the
periods presented.

h) Impact of U.S. GAAP adjustments on net income for the nine-month period
ended September 30, 1999--
<TABLE>
<CAPTION>
Nine-month period
ended September 30,
-------------------
1999(*) 1999
--------- ---------
Thousands
Thousands of
of USD Pesetas
<S> <C> <C>
Net income (loss) as reported.............................. 6,669 1,214,670
Start-up expenses.......................................... -- --
Amortization of restatement of fixed assets................ 12 2,228
Tax effect of the above adjustments........................ (4) (780)
----- ---------
Net income (loss) according to U.S. GAAP................... 6,677 1,216,118
===== =========
</TABLE>
--------
* Translation of amounts from Spanish Pesetas into U.S. dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $ =
182.140 on August 15, 2000

i) Impact of U.S. GAAP adjustments on net equity as at September 30, 1999--
<TABLE>
<CAPTION>
September 30,
-------------------
1999(*) 1999
--------- ---------
Thousands
Thousands of
of USD Pesetas
<S> <C> <C>
Net equity as reported..................................... 33,040 6,017,851
Start-up expenses.......................................... (85) (15,443)
Restatements of fixed assets............................... (472) (85,900)
Amortization of restatement of fixed assets................ 45 8,170
Tax effect of the above adjustments........................ 14 2,546
------ ---------
Net equity according to U.S. GAAP.......................... 32,542 5,927,224
====== =========
</TABLE>
--------
* Translation of amounts from Spanish Pesetas into U.S. dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $ =
182.140 on August 15, 2000

F-44
<PAGE>

j) Consolidated statement of cash flow in accordance with SFAS 95 for the nine-
month period ended September 30, 1999.

<TABLE>
<CAPTION>
Thousands Thousand
of USD of Pesetas
--------- ----------
30/09/99* 30/09/99
--------- ----------
<S> <C> <C>
Cash and cash equivalents at end of year................. 2,338 425,902
Cash and cash equivalents at beginning of year........... 5,575 1,015,458
------- ----------
Decrease in cash and cash equivalents.................... (3,237) (589,556)
------- ----------
Causes of changes in cash and cash equivalents
Cash flows from operating activities:
Net income for the year................................. 6,669 1,214,670
Adjustments to reconcile net income for the year to net
cash provided by operations:
Minority interest...................................... 605 110,185
Fixed assets depreciation.............................. 2,015 366,991
Increase in provisions................................. 4 773
Net book value of fixed assets retired................. 27 4,878
Net book value of intangible assets retired............ 61 11,099
Deferred interest expenses on lease transactions....... 26 4,671
Write-off of start-up expenses......................... 13 2,458
Gains on fixed asset disposals......................... (4) (800)
Translation differences................................ 70 12,742
Changes in assets and liabilities:
Decrease in trade receivables.......................... 1,856 338,123
Decrease in inventories................................ 143 25,975
Decrease in trade payables............................. (14,094) (2,567,065)
Increase in taxes payable.............................. 1,671 304,290
Decrease in other trade payable........................ (909) (165,467)
------- ----------
Cash flows from operating activities................. (1,847) (336,477)
------- ----------
Cash flows from investing activities:
Minority interests...................................... (402) (73,270)
Fixed asset additions
Intangible assets...................................... (742) (135,062)
Tangible assets........................................ (1,361) (247,900)
Long-term financial investments........................ (1,444) (263,057)
------- ----------
Cash flows from investing activities................. (3,949) (719,289)
------- ----------
Cash flows from financing activities:
Increase in bank and financial payables................. 9,615 1,751,323
Cash dividends.......................................... (7,056) (1,285,113)
------- ----------
Cash flows from financing activities................. 2,559 466,210
------- ----------
Decrease in cash and cash equivalents.................... (3,237) (589,556)
======= ==========
</TABLE>
--------
* Translation of amounts from Spanish Pesetas into US dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $1 =
182.140 on August 15, 2000

F-45
<PAGE>

17. SUBSEQUENT EVENTS

On October 5, 1999, an agreement was entered into for the merger of the
Havas Advertising Group companies with the Media Planning Group companies, in
relation to the business activities typical of central advertising space buying
entities. Accordingly, the shareholders of Media Planning S.A. contributed,
directly and indirectly, all the subsidiaries which now form the consolidated
group (see Note 2).

All the contributions were made to the company formerly known as Inversiones
y Servicios Publicitarios, S.A., whose corporate purpose was changed to that of
Media Planning Group, S.A.

18. EXPLANATION ADDED FOR TRANSLATION TO ENGLISH

These consolidated financial statements are presented on the basis of
accounting principles generally accepted in Spain. Certain accounting practices
applied by the Group that conform with generally accepted accounting principles
in Spain may not conform with generally accepted accounting principles in other
countries.

F-46
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

1998 Consolidated Financial Statements together with Auditors' Report

AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders of Media Planning, S.A.:

1. We have audited the consolidated financial statements of MEDIA PLANNING,
S.A. AND DEPENDENT COMPANIES, comprising the consolidated balance sheet as of
December 31, 1998, and the related consolidated statement of income and notes
to consolidated financial statements for the year then ended. The preparation
of these consolidated financial statements is the responsibility of the
Controlling Company's directors. Our responsibility is to express an opinion on
the consolidated financial statements taken as a whole, based on our audit work
performed in accordance with generally accepted auditing standards in Spain,
which do not differ materially from U.S. generally accepted auditing standards,
which require examination, by means of selective tests, of the documentation
supporting the consolidated financial statements and evaluation of their
presentation, of the accounting principles applied and of the estimates made.

2. As required by Spanish Corporate Law, for comparison purposes the
Directors present, in addition to the 1998 figures for each item in the
consolidated balance sheet and consolidated statements of income and of changes
in financial position, the figures for 1997. Our opinion refers only to the
1998 consolidated financial statements. Our auditors' report dated March 31,
1998, on the 1997 consolidated financial statements contained an opinion
qualified for one matter similar to that indicated in paragraph 3 below.

3. The consolidated financial statements as of and for the year ended
December 31, 1998 are based on the Spanish statutorily approved financial
statements of the Group prepared by the controlling company's directors. Our
auditor's report dated March 31, 1999 on the Spanish statutorily approved
financial statements was qualified with respect to an absence of the breakdown
of the balances recorded under the "Operating Expenses" and "Net Sales"
captions in the consolidated statement of income referred to above.

United States security regulations do not currently allow the use of
financial statements in filings with the Securities and Exchange Commission
(the SEC) on which the Auditor's Report is qualified with respect to a material
departure from generally accepted accounting principles. The accompanying
consolidated financial statements for the year ended December 31, 1998 reflect
an additional disclosure with respect to the Spanish statutorily approved
financial statements of the Group solely for purpose of complying with the
United States security regulations. The above mentioned additional disclosure
with respect to the Spanish statutorily approved financial statements consists
in the breakdown of the balance recorded under the "Operating Expense" and "Net
Sales" captions in the consolidated statement of income referred to above.

4. In our opinion, the consolidated financial statements referred to above
present, in all material respects, a true and fair view of the net worth and
financial position of Media Planning, S.A. and Dependent Companies as of
December 31, 1998, and of the results of their operations and of the funds
obtained and applied by them in the year then ended contain the required
information, sufficient for their proper interpretation and comprehension, in
conformity with generally accepted accounting principles in Spain.

5. Accounting practices used by Media Planning, S.A. and Dependent Companies,
in preparing the accompanying financial statements conform with generally
accepted accounting principles in Spain ("Spanish GAAP"), but do not conform in
certain respects with accounting principles generally accepted in the United

F-47
<PAGE>

States of America ("U.S. GAAP"). A description of the differences between
Spanish GAAP and U.S. GAAP and reconciliations of the consolidated income
(loss) and shareholders' equity to United States generally accepted accounting
principles are set forth in Note 18 to the consolidated financial statements.

ARTHUR ANDERSEN

/s/ Luis Jimenez Guerrero

Luis Jimenez Guerrero

Madrid, Spain, March 31, 1999

F-48
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1998 AND 1997
(Currency--Thousands of Spanish Pesetas)

<TABLE>
<CAPTION>
Unaudited
1998 1998 1997
---------- ---------- ----------
(Thousands
of USD)*
<S> <C> <C> <C>
ASSETS
FIXED AND OTHER NONCURRENT ASSETS:
Start-up expenses.......................... 89 16,301 522
Intangible assets (Note 5) ................ 9,409 1,713,652 1,206,619
Cost....................................... 11,692 2,129,538 1,501,077
Accumulated amortization................... (2,283) (415,886) (294,458)
Tangible fixed assets (Note 6)............. 8,550 1,557,266 1,248,334
Cost....................................... 15,611 2,843,422 2,432,526
Accumulated depreciation................... (7,061) (1,286,156) (1,184,192)
Long-term financial investments (Note 7)... 1,901 346,281 186,572
Long-term investment securities............ 1,685 306,938 164,848
Long-term deposits and guarantees.......... 169 30,787 21,724
Other loans................................ 47 8,556 --
------- ---------- ----------
Total fixed and other noncurrent assets.... 19,949 3,633,500 2,642,047
======= ========== ==========
DEFERRED CHARGES (Note 5).................. 1,015 184,758 233,216
------- ---------- ----------
CURRENT ASSETS
Inventories................................ 142 25,975 --
Accounts receivable........................ 238,301 43,404,062 34,798,712
Customer receivables for sales and
services.................................. 198,502 36,155,110 28,936,723
Sundry accounts receivable (Note 8)........ 39,158 7,132,286 5,734,806
Tax receivables............................ 1,101 200,470 206,545
Provisions................................. (460) (83,804) (79,362)
Cash....................................... 5,575 1,015,458 504,479
------- ---------- ----------
Total current assets....................... 244,018 44,445,495 35,303,191
------- ---------- ----------
TOTAL ASSETS............................... 264,982 48,263,753 38,178,454
======= ========== ==========
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY (Note 9):
Capital stock.............................. 549 100,000 100,000
Revaluation reserve........................ 39 7,009 7,009
Revaluation reserve Royal Decree-Law
7/1997.................................... 457 83,323 83,323
Other reserves of the Controlling Company.. 18,661 3,398,933 2,826,183
Voluntary reserves......................... 18,551 3,378,933 2,806,183
Legal reserve.............................. 110 20,000 20,000
Reserves at companies consolidated by the
global integration method................. 2,300 418,931 293,397
Translation differences.................... (761) (138,526) 29,756
Income attributable to the Controlling
Company................................... 12,111 2,205,882 1,678,890
Consolidated income........................ 12,943 2,357,402 1,765,124
Income attributed to minority interests.... (832) (151,520) (86,234)
------- ---------- ----------
Total shareholders' equity................. 33,356 6,075,552 5,018,558
======= ========== ==========
MINORITY INTERESTS (Note 10)............... 2,496 454,514 325,215
------- ---------- ----------
DEFERRED REVENUES.......................... -- -- 15,154
------- ---------- ----------
LONG-TERM DEBT:
Payable for acquisition of rights on leased
assets (Note 5)........................... 6,704 1,220,964 975,056
------- ---------- ----------
Total long-term debt....................... 6,704 1,220,964 975,056
======= ========== ==========
CURRENT LIABILITIES:
Payable to credit entities (Note 11)....... 35,585 6,481,442 4,285,145
Trade accounts payable (Note 12)........... 169,837 30,934,106 26,090,463
Other nontrade payables.................... 16,613 3,025,803 1,311,515
Accrued taxes payable...................... 10,133 1,845,670 729,085
Other accounts payable..................... 3,352 610,485 302,125
Compensation payable....................... 3,128 569,648 280,305
Accrual accounts........................... 391 71,372 157,348
------- ---------- ----------
Total current liabilities.................. 222,426 40,512,723 31,844,471
------- ---------- ----------
TOTAL SHAREHOLDERS' EQUITY AND
LIABILITIES............................... 264,982 48,263,753 38,178,454
======= ========== ==========
</TABLE>
* Translation of amounts from Spanish Pesetas into U.S. dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $1 =
182.140 Spanish Pesetas on August 15, 2000.
The accompanying Notes 1 to 18 are an integral part of the consolidated balance
sheet as of December 31, 1998.

F-49
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

1998 AND 1997 CONSOLIDATED STATEMENTS OF INCOME
(Currency--Thousands of Spanish Pesetas)

<TABLE>
<CAPTION>
Unaudited
1998 1998 1997
---------- ----------- ----------
(Thousands
of USD)*
<S> <C> <C> <C>
DEBIT
EXPENSES:
Cost of sales............................... 544,766 99,223,748 84,091,522
Personnel expenses (Note 13)................ 21,789 3,968,591 2,752,541
Period depreciation and amortization........ 2,232 406,503 318,656
Other operating expenses.................... 11,713 2,133,439 1,387,292
------- ----------- ----------
580,500 105,732,281 88,550,011
------- ----------- ----------
Operating income............................ 16,183 2,947,583 2,393,142
======= =========== ==========
Financial and similar expenses.............. 1,858 338,464 339,659
------- ----------- ----------
1,858 338,464 339,659
------- ----------- ----------
Financial income............................ 1,757 319,962 249,488
------- ----------- ----------
Income from ordinary activities............. 17,940 3,267,545 2,642,630
Losses on fixed assets...................... 2 398 15,354
Extraordinary expenses and losses (Note 5).. 325 59,181 157
327 59,579 15,511
Extraordinary income........................ 1,566 285,368 75,236
------- ----------- ----------
Consolidated income before taxes............ 19,506 3,552,913 2,717,866
------- ----------- ----------
Corporate income tax (Note 14).............. 6,563 1,195,511 952,742
------- ----------- ----------
Consolidated income for the year............ 19,943 2,357,402 1,765,124
------- ----------- ----------
Income attributed to minority interests
(Note 10).................................. 832 151,520 86,234
------- ----------- ----------
Income for the year attributed to the
Controlling Company........................ 12,111 2,205,882 1,678,890
======= =========== ==========
</TABLE>

<TABLE>
<CAPTION>
1998 1998 1997
---------- ----------- ----------
(Thousands
of USD)*
<S> <C> <C> <C>
CREDIT
REVENUES:
Net sales.................................... 595,887 108,534,951 90,908,890
Other operating revenues..................... 796 144,913 34,263
------- ----------- ----------
596,683 108,679,864 90,943,153
======= =========== ==========
Revenues from shareholdings.................. 329 60,000 37,500
Other financial revenues..................... 3,198 582,408 536,395
Exchange gains............................... 88 16,018 15,252
------- ----------- ----------
3,615 658,426 589,147
======= =========== ==========
Gains on fixed assets........................ 26 4,700 1,203
Extraordinary revenues and income (Note 6)... 1,868 340,247 89,544
------- ----------- ----------
1,894 344,947 90,747
======= =========== ==========
</TABLE>

The accompanying Notes 1 to 18 are an integral part of the 1998 consolidated
statement of income.
* Translation of amounts from Spanish Pesetas into U.S. dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $1 =
182.140 Spanish Pesetas on August 15, 2000.

F-50
<PAGE>

<TABLE>
<CAPTION>
Thousands of
Thousands Pesetas
of USD Unaudited
--------- -------------------
1998(*) 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
APPLICATION OF FUNDS
Minority interests.............................. 16 2,845 --
Transfer to short-term of long-term debt........ 625 113,766 91,315
Start-up expenses............................... 98 17,846 --
Fixed asset additions
Intangible assets............................. 3,579 651,802 141,713
Tangible fixed assets......................... 2,752 501,275 797,488
Long-term financial investments............... 877 159,709 500
Deferred charges................................ 342 62,348 --
Dividends....................................... 5,404 984,528 937,022
Translation differences......................... 1,009 183,736 --
TOTAL FUNDS APPLIED............................. 14,702 2,677,855 1,968,038
------ --------- ---------
FUNDS OBTAINED IN EXCESS OF FUNDS APPLIED
(INCREASE IN WORKING CAPITAL).................. 2,603 474,052 466,399
====== ========= =========
</TABLE>

<TABLE>
<CAPTION>
Thousands of
Thousands Pesetas
of USD Unaudited
--------- -------------------
1998(*) 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
SOURCE OF FUNDS
Funds obtained from operations.................. 14,476 2,636,603 2,151,074
Minority interests.............................. -- 209,953
Long-term lease payments payable................ 2,296 418,191 --
Deferred revenues............................... -- 15,154
Fixed asset disposals
Tangible fixed assets......................... 406 73,922 20,706
Intangible assets............................. 127 23,191 21,614
Amortization of long-term financial investments
Long-term investment securities............... -- 1,524
Other financial invesments.................... -- 668
Translation differences......................... -- 14,744
TOTAL FUNDS OBTAINED............................ 17,305 3,151,907 2,434,437
------ --------- ---------
FUNDS APPLIED IN EXCESS OF FUNDS OBTAINED
(DECREASE IN WORKING CAPITAL).................. -- -- --
====== ========= =========
</TABLE>

<TABLE>
<CAPTION>
Thousands of Pesetas
Unaudited
---------------------------------------
1998 1997
--------- ---------
Increase Decrease Increase Decrease
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
VARIATION IN WORKING CAPITAL
Accounts receivable..................... 8,605,350 -- 4,940,377 --
Inventories............................. 25,975 -- -- --
Accounts payable........................ -- 8,668,252 -- 4,460,732
Cash.................................... 510,979 -- -- 13,246
--------- --------- --------- ---------
TOTAL................................... 9,142,304 8,668,252 4,940,377 4,473,988
--------- --------- --------- ---------
VARIATION IN WORKING CAPITAL............ 474,052 466,399 --
========= ========= =========
</TABLE>

* Translation of amounts from Spanish Pesetas into U.S. dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $1 =
182.140 Spanish Pesetas on August 15, 2000.

F-51
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS

(1) DESCRIPTION OF THE GROUP

Media Planning, S.A. was incorporated on October 7, 1978. Its corporate
purpose is to perform the activities which, under current advertising
legislation, are specific to general advertising agencies, including all kinds
of acts, contracts, transactions and, in general, the adoption of the necessary
or advisable measures which would directly or indirectly ensure compliance with
its corporate purpose.

At present it engages mainly in the typical operations of buying centers
devoted to the purchase of advertising space in mass media as well as media
research and planning services.

(2) CONSOLIDATED COMPANIES

The dependent companies included in the consolidation of Media Planning, S.A.
and information thereon are as follow:

<TABLE>
<CAPTION>
Percentage of
Company Address Business Line Ownership
------------ ------------------------ ---------------------------- -------------
<S> <C> <C> <C>
Media Miguel Bombarda, 36
Planning Lisbon Research, planning and
Publicidade, marketing of general
S.A advertising services........ 80.0%

Rablin, S.A. Gaztambide, 49 Purchase and sale of all
Madrid types of movable property
and real estate and an
extensive range of
services.................... 100.0%

Media Ejercito Nacional, 418 General advertising 70.0%
Planning Mejico D.F. services....................
Mejico,
S.A. de
C.V.

Media Carrera 7, 7.121 General advertising 94.9%
Planning Santafe de Bogota services....................
Colombia,
S.A.

Media General advertising 80%
Contacts, Gral. Peron, 38 services....................
S.A. Madrid

Acciones
Especiales, Doctor Fleming, 17 Advertising services and
S.A. Barcelonba marketing Advice............ 99.9%

Media General advertising 100.0%
Planning, services....................
S.A. Suipacha, 111
(Argentina) Buenos Aires
</TABLE>

The financial statements of Media Planning Mejico, S.A. de C.V. were
consolidated with those of its subsidiaries Media Advisors, S.A. de C.V. and
Media Planning Services, S.A. de C.V., and those of Media Contacts, S.A. were
consolidated with its 99.8% owned subsidiary Interactive Network, S.L. Also, in
1998 the financial statements of Acciones Especiales, S.A. were consolidated
with those of its 99.90% owned investee Store Media, S.A. and its 50% owned
investee RBA Promociones Editoriales, S.A.

F-52
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The financial information on these companies that was used in consolidation
is that reported in their financial statements as of December 31, 1998,
adjusted in order to unify the various accounting methods with those of the
Controlling Company and eliminating the effect, if any, of inflation. Only
Media Planning Publicidade, S.A., Media Planning Mejico, S.A. de C.V., Media
Planning Colombia, S.A. and Media Planning, S.A. (Argentina) were audited.

All the consolidated companies were consolidated by the global or
proportional integration method and all of them close their financial year on
December 31, except In Store Media, S.A. whose year-end is on February 28.

Media Planning, S.A. has a 28.58% holding in Eventos Deportivos, S.A. and
another 99.90% constituent holding in Media Advisors, S.A. As in 1997, these
companies were not consolidated since their business activities in 1998 were
nonmaterial.

In 1998 Media Planning, S.A. contributed constituent holdings of 100%, 0.1%
and 99.99% in Media Planning, S.A. (Argentina), In Store Media, S.A. and
Metrics in Marketing, S.A., respectively. Only the first two companies were
consolidated since the third was inactive in 1998.

(3) BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

a) True and fair view--

The 1998 consolidated financial statements, which were prepared from the
accounting records of Media Planning, S.A. and of its dependent companies
listed in Note 2, are presented in accordance with the Spanish National Chart
of Accounts and, accordingly, give a true and fair view of the net worth,
financial position, results of operations and the funds obtained and applied by
the Group in 1998. The 1998 consolidated financial statements, which were
prepared by the directors of Media Planning, S.A. and the individual financial
statements of Media Planning, S.A. and its dependent companies, which were
prepared by the directors of the respective companies, will be submitted for
approval by the respective Shareholders' Meetings, and it is considered that
they will be approved without any changes.

b) Consolidation principles--

All material accounts and transactions between the companies consolidated by
the global or proportional method were eliminated in consolidation.

F-53
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(4) VALUATION STANDARDS

The main valuation methods applied in preparing the 1998 consolidated
financial statements were as follows:

a) Uniformity of items--

b) Translation method--

The financial statements as of December 31, 1999, of Media Planning
Publicidade, S.A., Media Planning Mejico, S.A. de C.V., Media Planning
Colombia, S.A. and Media Planning, S.A. (Argentina), which are expressed in
Portuguese escudos, Mexican pesos, Colombian pesos and Argentinean pesos,
respectively, were translated to pesetas at the exchange rates ruling at
December 31, 1998, except for:

1. Capital stock and reserves, which were translated at historical exchange
rates.

2. Statements of income, which were translated at the average exchange rate
for the year.

3. Fixed assets, which were translated at the exchange rate prevailing at
the end of the year in which they were acquired. Subsequent variations
in their balances were translated at the average exchange rate of the
year in which they arose.

The exchange differences arising from application of these procedures are
included under the "Shareholders' Equity--Translation Differences" caption in
the accompanying consolidated balance sheet.

c) Start-up expenses--

d) Intangible assets--

The expenses incurred in the development and acquisition of computer
software are recorded as intangible assets and are amortized on a straight-line
basis over five years.

e) Tangible fixed assets--

Upkeep and maintenance expenses are expensed currently.

F-54
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The consolidated Group companies depreciate their tangible fixed assets by
the straight-line method over the years of estimated useful life as follows:

<TABLE>
<CAPTION>
Years of
Estimated
Useful Life
-----------
<S> <C>
Structures....................................................... 25 to 50
Installations.................................................... 8 to 13
Furniture........................................................ 3 to 10
Computer hardware................................................ 4 to 10
Transport equipment.............................................. 4 to 6
</TABLE>

f) Long-term financial investments--

g) Corporate income tax--

h) Foreign currency transactions--

At each year-end the balances of foreign currency receivables and payables
are carried at the exchange rate then prevailing.

Negative exchange differences arising from applying the official exchange
rate at year-end are charged to income.

i) Recognition of revenues and expenses--

Revenues and expenses are recognized on an accrual basis.

However, in accordance with the accounting principle of prudence, the
consolidated Group only records realized income at year-end, whereas
foreseeable contingencies and losses, including possible losses, are recorded
as soon as they become known.

j) Termination indemnities--

F-55
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

not consider that any future terminations will arise under normal
circumstances, no provision was recorded in this connection in the consolidated
balance sheet as of December 31, 1998.

(5) INTANGIBLE ASSETS

The transactions recorded in 1998 in the "Intangible Assets" accounts and the
related accumulated amortization are summarized as follows:

<TABLE>
<CAPTION>
Thousands of Pesetas
---------------------------------------------------
Beginning Ending
Balance Additions Retirements Transfers Balance
--------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Cost
Rights on leased
assets................. 1,148,479 430,000 (1,474) -- 1,577,005
Computer software....... 352,598 213,136 (21,867) -- 543,867
Advances for intangible
assets................. -- 8,666 -- -- 8,666
1,501,077 651,802 (23,341) -- 2,129,538
Accumulated amortization
Rights on leased
assets................. 105,709 43,606 -- 2,300 151,615
Computer software....... 188,749 75,672 (150) -- 264,271
294,458 119,278 (150) 2,300 415,886
--------- ---------
1,206,619 1,713,652
========= =========
</TABLE>

The additions in the "Accumulated Amortization" account detailed in the above
table include Ptas. 13,418,000 to compensate for the underamortization recorded
in prior years by the Controlling Company. This additional expense is recorded
under the "Extraordinary Expenses and Losses" caption in the consolidated
statement of income.

As of December 31, 1996, Media Planning, S.A. availed itself of the
provisions of Royal Decree-Law 7/1996 to revalue some of its leased tangible
fixed assets and intangible assets which had hitherto been revalued pursuant to
other revaluation Laws. The revalued accounts and their impact on the
consolidated financial statements as of December 31, 1998, are as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas Accumulated
Increase Amortization Net Effect
--------- ------------ ----------
<S> <C> <C> <C>
Rights on leased assets.................... 63,592 (3,606) 59,986
Structures................................. 22,308 (2,336) 19,972
------ ------ ------
85,900 (5,942) 79,958
====== ====== ======
</TABLE>

In accordance with the provisions of Royal Decree-Law 7/1996, the Controlling
Company did not revalue the assets whose net revalued cost would have been
higher than market value.

The effect of the revaluation on 1998 amortization was Ptas. 2,971,000

The cost of fully amortized computer software as of December 31, 1998,
amounted to approximately Ptas. 122,700,000.

F-56
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Most of the financial lease contracts in force as of December 31, 1998, are
held by the Controlling Company. The main features of its contracts are
summarized as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas
---------
<S> <C>
Unrevalued cash price of leased fixed assets excluding purchase
options, as stated in contract................................. 1,174,284
Amount of purchase options...................................... 320,716
Amount of payments made
--In prior years.............................................. 560,853
--In 1998..................................................... 129,602
---------
Balance of lease payments outstanding as of December 31, 1998... 1,399,755
=========
</TABLE>

The balance of the lease payments outstanding as of December 31, 1998,
includes Ptas. 184,758,000 of interest unaccrued at that date, the balancing
entry of which is included under the "Deferred Charges" caption in the
accompanying consolidated balance sheet.

The outstanding payments, as of December 31, 1998, including the amount of
the purchase options, mature as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas
---------
<S> <C>
Maturity of Payments
At short-term...................................................... 181,046
At long-term
--2000........................................................... 170,786
--2001........................................................... 168,934
--2002........................................................... 167,083
--Subsequent years (until 2008).................................. 711,906
1,218,709
Other long-term debt of Group companies............................ 2,255
---------
Total.......................................................... 1,402,370
=========
</TABLE>

The outstanding payments as of December 31, 1998, which mature at short-term
are recorded in the "Other Nontrade Payables--Other Accounts Payable" caption
in the accompanying consolidated balance sheet.

The variation in the balance of the "Deferred Charges" caption includes the
allocation to income of the interest included in the lease payments paid in
1998, which amount to Ptas. 52,289,000 and are recorded under the "Financial
and Similar Expenses" caption in the accompanying consolidated statement of
income, a decrease of Ptas. 58,517,000 in the balance arising from the revision
of the variable interest on the financial lease contracts held by the
Controlling Company and a Ptas. 62,348,000 increase as a result of the
additional contract signed by the Controlling Company.

F-57
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(6) TANGIBLE FIXED ASSETS

The transactions in tangible fixed asset accounts in 1998 and the related
accumulated depreciation are summarized as follows:

<TABLE>
<CAPTION>
Thousands of Pesetas
---------------------------------------------------------------
Beginning Revaluation Ending
Balance Additions Retirements Transfers Surplus Balance
--------- --------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Cost
Structures.............. 418,117 -- (29,423) -- -- 388,694
Installations........... 650,730 165,496 (6,494) 22,877 4,750 837,359
Furniture............... 241,716 83,395 (2,950) -- 2,282 324,443
Computer hardware....... 913,598 204,457 (3,229) -- -- 1,114,826
Transport equipment..... 164,736 39,902 (33,978) -- 15 170,675
Construction in
progress............... 43,629 978 (14,305) (22,877) -- 7,425
2,432,526 494,228 (90,379) -- 7,047 2,843,422
Accumulated depreciation
Structures.............. 68,379 22,660 (623) (2,300) -- 88,116
Installations........... 160,636 65,047 (7,120) -- -- 218,563
Furniture............... 94,442 30,797 (6,694) -- -- 118,545
Computer hardware....... 773,671 175,376 (175,266) -- -- 773,781
Transport equipment..... 87,064 25,256 (25,169) -- -- 87,151
--------- ------- -------- ------- ----- ---------
1,184,192 319,136 (214,872) (2,300) -- 1,286,156
--------- ---------
1,248,334 1,557,266
========= =========
</TABLE>

The retirements from the "Accumulated Depreciation" account detailed in the
above table include Ptas. 194,113,000 for the adjustment for overdepreciation
recorded in prior years, which is recorded as a revenue under the
"Extraordinary Revenues and Income" caption in the consolidated statement of
income.

In 1998 Media Planning Publicidade, S.A. revalued some of its tangible fixed
assets pursuant to Royal Decree-Law 31/1998, giving rise to a surplus of Ptas.
7,047,000.

Media Planning, S.A. revalued some of its assets pursuant to Royal Decree-Law
7/1996, by the amounts and in the conditions described in Note 5.

The cost of the tangible fixed assets fully depreciated as of December 31,
1998, was approximately Ptas. 497,700,000.

The "Structures" caption includes an office belonging to Media Planning, S.A.
which has been mortgaged to secure the refund of a Ptas. 41,900,000 loan,
granted by Caixa de Manresa, which matures on May 26, 2009 (see Note 11).

The Group takes out insurance policies to cover the possible risks to which
its tangible fixed assets are subject.

F-58
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(7) LONG-TERM FINANCIAL INVESTMENTS

The transactions recorded in 1998 in the long-term financial investment
accounts are summarized as follows:

<TABLE>
<CAPTION>
Thousands of Pesetas
---------------------------
Beginning Ending
Balance Additions Balance
--------- --------- -------
<S> <C> <C> <C>
Long-term investment securities.................. 164,848 142,090 306,938
Long-term deposits and guarantees................ 21,724 9,063 30,787
Other loans...................................... -- 8,556 8,556
------- ------- -------
186,572 159,709 346,281
======= ======= =======
</TABLE>

The addition recorded under the "Long-Term Investment Securities" caption
relates mainly to the acquisition by Media Planning, S.A. of a 99.99% holding
in Metrics in Marketing, S.A.

General and financial data on the investees as of December 31, 1998, are
summarized as follows:

<TABLE>
<CAPTION>
Financial Data in Thousands of Pesetas
--------------------------------------------------------------------------------------------------
Metrics
Media Gerencia de Eventos Deportivos, In Marketing,
Advisors, S.A. Medios, S.A. S.A. S.A. Other
-------------------- -------------------------- ----------------------- -------------------- -----
<S> <C> <C> <C> <C> <C>
Location................ Madrid Madrid Barcelona Madrid

Corporate purpose....... Advertising services Contracting of advertising Development and Advertising services
and media marketing exclusives and other commercial exploitation and media marketing
advice advertising contracts of sporting events advice
Percentage of
Ownership.............. 99.9% 15% 28.58% 99.99% --
Cost of holding......... 9,990 151,500 2,858 142,090 500
Capital stock........... 10,000 120,000 10,000 140,910 --
Income for the year..... 122 471,534 (276) (2) --
</TABLE>

(8) SUNDRY ACCOUNTS RECEIVABLE

The breakdown of the balance of this caption in the consolidated balance
sheet as of December 31, 1998, is as follows:

<TABLE>
<CAPTION>
Thousands
of
Pesetas
---------
<S> <C>
Accounts receivable for volume discounts........................... 6,651,201
Advances to suppliers.............................................. 358,577
Other accounts receivable.......................................... 122,508
---------
7,132,286
=========
</TABLE>

F-59
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(9) SHAREHOLDERS' EQUITY

The transactions recorded in the equity accounts in the 1998 consolidated
balance sheet were as follows:

<TABLE>
<CAPTION>
Thousands of Pesetas
---------------------------------------------------------------------------------
Revaluation
at
Application Media 1998
of 1997 1999 Planning Change in Consoli-
Beginning Consolidated Translation Publicidade, Consolidation dated Ending
Balance Income Differences S.A. Scope Income Balance
--------- ------------ ----------- ------------ ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Capital stock........... 100,000 -- -- -- -- -- 100,000
Revaluation reserve..... 7,009 -- -- -- -- -- 7,009
Revaluation reserve
Royal Decree-Law
7/1996................. 83,323 -- -- -- -- -- 83,323
Other reserves of the
controlling company--
Unrestricted reserves.. 2,806,183 572,750 -- -- -- -- 3,378,933
Restricted reserves..... 20,000 -- -- -- -- -- 20,000
Reserves at companies
consolidated by the
global and proportional
integration Methods.... 293,397 121,612 -- 6,689 (2,767) -- 418,931
Translation
differences............ 29,756 -- (168,282) -- -- -- (138,526)
Income attributable to
the Controlling
Company................ 1,678,890 (1,678,890) -- -- -- 2,205,882 2,205,882
--------- ---------- -------- ----- ------ --------- ---------
5,018,558 (984,528) (168,282) 6,689 (2,767) 2,205,882 6,075,552
--------- ---------- -------- ----- ------ --------- ---------
Dividends............... -- 984,528 -- -- -- --
========= ========== ======== ===== ====== ========= =========
</TABLE>

a) Capital stock

As of December 31, 1998, the capital stock of Media Planning, S.A. consisted
of 100,000 fully subscribed and paid registered shares of Ptas. 1,000 par value
each, all with the same voting and dividend rights.

The Controlling Company's shareholders as of December 31, 1998, were as
follows:

<TABLE>
<CAPTION>
Percentage of
Ownership
-------------
<S> <C>
Deya, S.A. .................................................... 40.000
Inversiones y Servicios Publicitarios, S.A. ................... 28.999
Compania de Cartera e Inversiones, S.A. ....................... 20.000
Cantabro Catalana de Inversiones, S.A. ........................ 5.000
Calle Arcos, S.L. ............................................. 3.002
Invermaro, S.L. ............................................... 2.999
-------
100.000
=======
</TABLE>

b) Revaluation reserve

The balance under this caption in the consolidated balance sheet relates to
the revaluation recorded by the Controlling Company pursuant to Budget Law
1983. This is a restricted reserve.

F-60
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

c) Revaluation reserve Royal Decree-Law 7/1996

From the date on which the tax authorities have reviewed and approved the
balance of the "Revaluation Reserve Royal Decree-Law 7/1996" account (or the
three-year period for review has expired), the aforementioned balance can be
used, free of tax, to offset recorded losses (both prior years' accumulated
losses and current year losses) or losses which might arise in the future, and
to increase capital stock. From January 1, 2007, (ten years from the date of
the balance sheet reflecting the revalued assets) the balance of this account
can be taken to unrestricted reserves, provided that the monetary surplus has
been realized. The surplus will be deemed to have been realized in respect of
the portion on which depreciation has been taken for accounting purposes or
when the revalued assets have been transferred or retired from the accounting
records.

Also, if leased assets are restated, the aforementioned use of the
"Revaluation Reserve" balance may not take place before the purchase option has
been exercised.

If this balance were used in a manner other than that provided for in Royal
Decree-Law 7/1996, it would be subject to tax.

d) Legal reserve

e) Reserves at companies consolidated by the global and proportional
integration method

The breakdown by company of the balance of this caption in the consolidated
balance sheet as of December 31, 1998, is as follows:

<TABLE>
<CAPTION>
Thousands of Pesetas
--------------------------------
Controlling Consolidated
Company Companies Total
----------- ------------ -------
<S> <C> <C> <C>
Media Planning Publicidade, S.A............ 46,766 343,769 390,535
Rablin, S.A................................ 20,209 10,795 31,004
Media Planning Mejico, S.A. de C.V......... 91,495 (152,111) (60,616)
Acciones Especiales, S.A................... -- 4,052 4,052
Media Planning Colombia, S.A............... 127,686 (52,341) 75,345
Media Contacts, S.A........................ -- (5,935) (5,935)
------- -------- -------
286,156 148,229 434,385
======= ======== =======
</TABLE>

(10) MINORITY INTERESTS

The balance of this caption in the consolidated balance sheet as of December
31, 1999, relates to the equity of minority interests in the underlying book
value of the net worth of the consolidated companies. Also, the balance of the
"Income Attributed to Minority Interests" caption in the consolidated statement
of income represents the equity of the minority interests in 1998 income.

F-61
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The transactions recorded in 1999 under this caption in the consolidated
balance sheet were as follows:

<TABLE>
<CAPTION>
Thousands of Pesetas
------------------------------------------------------------------
Media Media Media
Planning Planning Planning Media Acciones
Publicidade, Mexico, Colombia, Contacts, Especiales,
S.A. S.A., de C.V. S.A. S.A. S.A. Total
------------ ------------- --------- --------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance....... 127,942 191,367 4,308 1,588 10 325,215
Distribution of
dividends.............. (43,029) -- -- -- -- (43,029)
Capital increase........ -- -- 19,992 -- -- 19,992
Other items............. -- 870 -- (61) 7 816
Share in 1998 income.... 99,995 49,196 -- 2,283 46 151,520
------- ------- ------ ----- --- -------
184,908 241,433 24,300 3,810 63 454,514
======= ======= ====== ===== === =======
</TABLE>

(11) PAYABLE TO CREDIT ENTITIES

The detail as of December 31, 1998, of the accounts payable to credit
entities, substantially all of which relate to the Controlling Company, is as
follows:

<TABLE>
<CAPTION>
Thousands of Pesetas
--------------------
Balance
Limit Drawn Down
--------- ----------
<S> <C> <C>
Credit lines:
Banco Urquijo, S.A...................................... 1,600,000 1,507,029
Deutsche Bank, S.A...................................... 1,000,000 998,596
Banco Bilbao Vizcaya, S.A............................... 900,000 793,482
Banco Santander, S.A.................................... 500,000 612,200
Banca March, S.A........................................ 500,000 478,397
Caja de Madrid.......................................... 600,000 603,284
Banco de Comercio, S.A.................................. 300,000 305,563
Other................................................... -- 222,604
--------- ---------
5,400,000 5,521,155
========= =========
</TABLE>

The major portion of the accrued interest payable, amounting to Ptas.
57,423,000 as of December 31, 1998, relates to the Controlling Company.

Additionally, Media Planning Publicidade, S.A. was granted a credit line of
Esc. 950,000,000 (approximately Ptas. 786 million), of which a balance
equivalent to Ptas. 683,972,000 had been drawn down as of December 31, 1998.

The average interest rate on the loans and drawndown balances of the credit
lines in 1998 was 4.81%.

All these credit lines matured in 1999.

A mortgage loan of Ptas. 41,900,000 granted to the Controlling Company by
Caixa Manresa matures on May 26, 2009 and is secured by a mortgage on a
basement owned by Media Planning, S.A. in Barcelona (see Note 6).

At year-end the Controlling Company had discounted drafts amounting to Ptas.
176,992,000.

F-62
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

As of December 31, 1998, the Controlling Company had received guarantees from
finance entities totaling approximately Ptas. 591,957,000 most of which are
securing certain payments.

(12) TRADE ACCOUNTS PAYABLE

The detail of the balance of this caption in the consolidated balance sheet
as of December 31, 1998, is as follows:

<TABLE>
<CAPTION>
Thousands
of Pesetas
----------
<S> <C>
Suppliers......................................................... 29,460,273
Accounts payable for volume discounts............................. 1,281,105
Customer advances................................................. 192,728
----------
Total........................................................... 30,934,106
==========
</TABLE>

(13) REVENUES AND EXPENSES

a) Net sales--

Most of the services billed by the Group were provided in Spain. The
breakdown recorded under this caption in the consolidated balance sheet as of
December 31, 1998, is as follows:

<TABLE>
<CAPTION>
Thousands
of Pesetas
-----------
<S> <C>
Spain............................................................ 96,869,339
Portugal......................................................... 11,118,826
Mexico........................................................... 521,222
Colombia......................................................... 25,564
-----------
Total.......................................................... 108,534,951
===========
</TABLE>

b) Employees--

The average number of employees at the Group in 1998, by professional
category, was as follows:

<TABLE>
<CAPTION>
Average
Number of
Employees
---------
<S> <C>
Senior management.................................................. 16
Managers and heads of department................................... 154
Media personnel.................................................... 347
Technical Personnel................................................ 47
Clerical staff..................................................... 79
Unskilled workers.................................................. 61
---
Total............................................................ 704
===
</TABLE>

(14) TAX MATTERS

Corporate income tax is calculated on the basis of income per books
determined by application of generally accepted accounting principles, which
does not necessarily coincide with taxable income.

F-63
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
Years
-------------
<S> <C>
Rablin, S.A. .................................................. 1994 to 1998
Media Planning Publicidade, S.A. .............................. 1993 to 1998
Media Planning Mejico, S.A. de C.V. ........................... 1996 to 1998
Acciones Especiales, S.A. ..................................... 1997 and 1998
Media Planning Colombia, S.A. ................................. 1997 and 1998
Media Contacts, S.A. .......................................... 1997 and 1998
Media Planning, S.A. (Argentina)............................... 1998
</TABLE>

The directors of the companies do not expect any material liabilities to
arise in the event of tax audits of the open years.

(15) DIRECTORS' COMPENSATION AND OTHER BENEFITS

In 1998 the Controlling Company's directors received a total of Ptas.
84,562,000 as wages and fees for attendance at Board meetings.

The Group has not granted any loans to the former or current members of its
respective Boards of Directors, and it does not have any pension or life
insurance commitments to them.

(16) YEAR 2000 COMPLIANCE PLANS

In 1998 the Group began the process of adapting its computer and production
systems to make them Y2K compliant and intends to complete the remaining
necessary modifications in the near term.

In view of the investments made and the large percentage of work already
completed, any present or future impact of this issue is not expected to be
material and, accordingly, it has had no effect on the accompanying
consolidated financial statements.

(17) STATEMENT OF CHANGES IN FINANCIAL POSITION

Following are the 1998 and 1997 statements of changes in financial position
of the consolidated Group:

The reconciliation of the income per books to the funds obtained from
operations is as follows:

<TABLE>
<CAPTION>
Thousands of
Pesetas
--------------------
1998 1997
--------- ---------
<S> <C> <C>
Income attributable to the Controlling Company........ 2,205,882 1,678,890
Add--
Income attributed to minority interests.............. 151,520 86,234
Period depreciation and amortization................. 424,996 319,916
Deferred interest expenses on lease transactions..... 52,289 51,883
Losses on fixed asset disposals...................... 398 15,354
Write-off of start-up expenses....................... 2,067 --
Less--
Gains on fixed asset disposals....................... (4,700) (1,203)
Adjustment of accumulated depreciation and
amortization of tangible fixed assets and intangible
assets.............................................. (180,695) --
Deferred revenues.................................... (15,154) --
--------- ---------
Funds obtained from operations..................... 2,636,603 2,151,074
========= =========
</TABLE>

F-64
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(18) DESCRIPTION OF SIGNIFICANT DIFFERENCES BETWEEN SPANISH AND U.S. GAAP.

The financial statements of Media Planning, S.A. and Dependent Companies were
prepared in accordance with generally accepted accounting principles in Spain
("Spanish GAAP"), which differ in some respects from generally accepted
accounting principles in the United States ("U.S. GAAP").

The following is a description of the significant differences between Spanish
and U.S. GAAP in relation to the financial statements of Media Planning, S.A.
and Dependent Companies:

a) Preopening expenses and Other amortizable expenses

b) Financial lease contracts

None of these items result in any differences in net income or shareholders'
equity between U.S. and Spanish GAAP.

c) Restatement of fixed assets

In accordance with US GAAP tangible assets should be carried at acquisition
cost.

d) Exchange gains/losses

e) Deferred taxes

F-65
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

f) Net income (loss) per share-

Spanish accounting principles do not require information on net profit (loss)
per share in the notes to the financial statements. Under U.S. GAAP, the net
profit (loss) per share is calculated by dividing net income (loss) for each
period by the weighted average number of shares outstanding in the same period.

g) Recognition of losses-

h) Impact of U.S. GAAP adjustments on 1998 net income

<TABLE>
<CAPTION>
Years ended
December 31,
--------------------
1998 (*) 1998
--------- ----------
Thousands Thousands
of USD of Pesetas
<S> <C> <C>
Net income (loss) as reported.......................... 12,111 2,205,882
Start-up expenses...................................... (87) (15,779)
Amortization of restatement of fixed assets............ 16 2,971
Tax effect of the above adjustments.................... 25 4,483
------ ---------
Net income (loss) according to U.S. GAAP............... 12,065 2,197,557
====== =========
</TABLE>

* Translation of amounts from Spanish Pesetas into U.S. dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $1 =
182.140 on August 15, 2000

F-66
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

i) Impact of U.S. GAAP adjustments on net equity as at December 31, 1998

<TABLE>
<CAPTION>
December 31,
--------------------
1998 (*) 1998
--------- ----------
Thousands Thousands
of USD of Pesetas
<S> <C> <C>
Net equity as reported................................. 33,356 6,075,552
Start-up expenses...................................... (89) (16,301)
Restatements of fixed assets........................... (472) (85,900)
Amortization of restatement of fixed assets............ 33 5,942
Tax effect of the above adjustments.................... 20 3,626
------ ---------
Net equity according to U.S. GAAP...................... 32,848 5,982,919
====== =========
</TABLE>

* Translation of amounts from Spanish Pesetas into U.S. dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $1 =
182.140 on August 15, 2000

F-67
<PAGE>

MEDIA PLANNING, S.A. AND DEPENDENT COMPANIES

NOTES TO 1998 CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

j) Consolidated statement of cash flow in accordance with SFAS 95 for the
years ended December 31, 1998

<TABLE>
<CAPTION>
Thousands Thousands
of USD of Pesetas
--------- ----------
1998* 1998
--------- ----------
<S> <C> <C>
Cash and cash equivalents at end of year................. 5,575 1,015,458
Cash and cash equivalents at beginning of year........... 2,770 504,479
------- ----------
Increase (decrease) in cash and cash equivalents......... 2,805 510,979
------- ----------
Causes of changes in cash and cash equivalents
Cash flows from operating activities:
Net income for the year................................ 12,111 2,205,882
Adjustments to reconcile net income for the year to net
cash provided by operations:
Minority interest..................................... 832 151,520
Fixed assets and start-up expenses depreciation and
amortization......................................... 2,407 438,414
Increase in provisions................................ 24 4,442
Deferred interest expenses on lease transactions...... 266 48,458
Write-off of start-up expenses........................ 11 2,067
Gains on fixed asset disposals........................ (26) (4,700)
Losses on fixed assets disposals...................... 2 398
Translation differences............................... (902) (164,360)
Deferres revenues..................................... (83) (15,154)
Adjustment of accumulated depreciation and
amortization of tangible fixed assets and intangible
assets............................................... (992) (180,695)
Changes in assets and liabilities:
Increase in trade receivables......................... (47,270) (8,609,792)
Increase in inventories............................... (143) (25,975)
Increase in start-up expenses......................... (98) (17,846)
Increase in trade payables............................ 26,593 4,843,643
Increase (decrease) in taxes payable.................. 6,130 1,116,585
Increase in other trade payable....................... 2,688 489,506
------- ----------
Cash flows from operating activities................. 1,550 282,393
------- ----------
Cash flows from investing activities:
Purchase of tangible and intangible assets (1)........... (3,970) (723,077)
Purchase of long-term financial investments.............. (877) (159,709)
Proceeds from sale of tangible and intangible assets..... 460 83,695
Proceeds from sale of subsidiaries....................... 0 0
------- ----------
Cash flows from investing activities:................ (4,387) (799,091)
------- ----------
Cash flows from financing activities:
Increase in bank and financial payables................. 11,047 2,012,205
Decrease in bank and financial payables................. 0 0
Cash dividends.......................................... (5,405) (984,528)
------- ----------
Cash flows from financing activities:................ 5,642 1,027,677
------- ----------
Increase (decrease) in cash and cash equivalents......... 2,805 510,979
======= ==========
</TABLE>
--------
(1) In 1998 net of 430,000 financed by long-term debt.
* Translation of amounts from Spanish Pesetas into US dollars ("$") has been
made merely for the convenience of the reader at the noon buying rate of $1
= 182.140 on August 15, 2000

(19) EXPLANATION ADDED FOR TRANSLATION TO ENGLISH

These consolidated financial statements are presented on the basis of
accounting principles generally accepted in Spain. Certain accounting
practices applied by the Group that conform with generally accepted accounting
principles in Spain may not conform with generally accepted accounting
principles in other countries.

F-68
<PAGE>

ANNEX A

AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

dated as of

August 3, 2000

among

HAVAS ADVERTISING,

HAS ACQUISITION CORP.

AND

SNYDER COMMUNICATIONS, INC.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE 1 The Merger....................................................... 1
Section 1.01. The Merger................................................. 1
Section 1.02. Certificate of Incorporation............................... 2
Section 1.03. Bylaws..................................................... 2
Section 1.04. Directors and Officers..................................... 2

ARTICLE 2 Conversion of Securities......................................... 2
Section 2.01. Conversion of Securities................................... 2
Section 2.02. Surrender of Certificates.................................. 4
Section 2.03. No Further Ownership Rights in SNC Common Stock............ 5
Section 2.04. Lost, Stolen or Destroyed Certificates..................... 5
Section 2.05. Withholding Rights......................................... 5
Section 2.06. Stock Option and Other Stock Plans......................... 6

ARTICLE 3 Representations and Warranties of the Company.................... 7
Section 3.01. Organization and Power..................................... 7
Section 3.02. Corporate Authorization.................................... 8
Section 3.03. Governmental Authorization................................. 8
Section 3.04. Non-Contravention.......................................... 8
Section 3.05. Capitalization of the Company.............................. 9
Section 3.06. Capitalization of Subsidiaries............................. 10
Section 3.07. SEC Filings................................................ 10
Section 3.08. Financial Statements....................................... 10
Section 3.09. Disclosure Documents....................................... 10
Section 3.10. Information Supplied....................................... 11
Section 3.11. Absence of Certain Changes................................. 11
Section 3.12. No Undisclosed Material Liabilities........................ 12
Section 3.13. Litigation................................................. 12
Section 3.14. Taxes...................................................... 12
Section 3.15. Employee Benefit Plans; ERISA.............................. 13
Section 3.16. Compliance with Laws; No Default........................... 14
Section 3.17. No Default................................................. 14
Section 3.18. Finders' Fees.............................................. 14
Section 3.19. Environmental Matters...................................... 14
Section 3.20. Labor Matters.............................................. 15
Section 3.21. Intellectual Property...................................... 15
Section 3.22. Opinion of Financial Advisor............................... 16
Section 3.23. Takeover Statutes.......................................... 16
Section 3.24. Affiliates................................................. 16
Section 3.25. The Company's Certificate of Incorporation ................ 16

ARTICLE 4 Representations and Warranties of Parent......................... 17
Section 4.01. Organization and Power..................................... 17
Section 4.02. Corporate Authorization.................................... 17
Section 4.03. Governmental Authorization................................. 17
Section 4.04. Non-Contravention.......................................... 18
Section 4.05. Capitalization of Parent................................... 18
Section 4.06. COB Filings................................................ 19
Section 4.07. Financial Statements....................................... 19
Section 4.08. Disclosure Documents....................................... 19
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 4.09. Information Supplied...................................... 19
Section 4.10. Absence of Certain Changes................................ 20
Section 4.11. No Undisclosed Material Liabilities....................... 20
Section 4.12. Litigation................................................ 20
Section 4.13. Compliance with Laws...................................... 20
Section 4.14. No Default................................................ 20
Section 4.15. Finders' Fees............................................. 21
Section 4.16. Merger Subsidiary......................................... 21

ARTICLE 5 Covenants....................................................... 21
Section 5.01. Conduct of the Company.................................... 21
Section 5.02. Conduct of Parent......................................... 23
Section 5.03. Shareholder Meetings; Proxy Materials; Registration
Statement.............................................................. 23
Section 5.04. Access to Information..................................... 24
Section 5.05. No Solicitation........................................... 24
Section 5.06. Notice of Certain Events.................................. 26
Section 5.07. Reasonable Best Efforts................................... 26
Section 5.08. Cooperation............................................... 27
Section 5.09. Public Announcements...................................... 28
Section 5.10. Further Assurances........................................ 28
Section 5.11. Affiliates................................................ 28
Section 5.12. Director and Officer Liability............................ 28
Section 5.13. Obligations of Merger Subsidiary.......................... 29
Section 5.14. Listing................................................... 29
Section 5.15. Antitakeover Statutes..................................... 29
Section 5.16. Tax Treatment............................................. 29
Section 5.17. Employee Benefits......................................... 29
Section 5.18. Rule 144 Reporting........................................ 30
Section 5.19. Comfort Letters........................................... 30
Section 5.20. Third Party Consents...................................... 30

ARTICLE 6 Conditions to the Merger........................................ 31
Section 6.01. Conditions to the Obligations of Each Party............... 31
Section 6.02. Conditions to the Obligations of Parent and Merger
Subsidiary............................................................. 31
Section 6.03. Conditions to the Obligations of the Company.............. 32

ARTICLE 7 Termination..................................................... 32
Section 7.01. Termination............................................... 32
Section 7.02. Effect of Termination..................................... 34
Section 7.03. Payments.................................................. 34

ARTICLE 8 Miscellaneous................................................... 35
Section 8.01. Certain Definitions....................................... 35
Section 8.02. Notices................................................... 35
Section 8.03. Entire Agreement; Non-Survival of Representations and
Warranties; Third Party Beneficiaries........................ 36
Section 8.04. Amendments; No Waivers.................................... 36
Section 8.05. Successors and Assigns.................................... 36
Section 8.06. Governing Law............................................. 36
Section 8.07. Jurisdiction.............................................. 36
Section 8.08. Counterparts; Effectiveness............................... 37
Section 8.09. Interpretation............................................ 37
Section 8.10. Severability.............................................. 37
</TABLE>

ii
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 8.11. Specific Performance....................................... 37
Section 8.12. Joint and Several Liability................................ 37

SCHEDULE

EXHIBIT A COMPANY VOTING AGREEMENT.........................................
EXHIBIT B PARENT VOTING AGREEMENT..........................................
EXHIBIT C AFFILIATE AGREEMENT..............................................
EXHIBIT D TAX REPRESENTATIONS..............................................
</TABLE>

iii
<PAGE>

ANNEX A

AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of August 3,
2000 and effective as of February 20, 2000 (this "Agreement"), among HAVAS
ADVERTISING, a societe anonyme organized under the laws of the French Republic
("Parent"), HAS ACQUISITION CORP., a Delaware corporation and a direct, wholly
owned subsidiary of Parent ("Merger Subsidiary"), and SNYDER COMMUNICATIONS,
INC., a Delaware corporation (the "Company").

WHEREAS, the respective Boards of Directors of Parent and the Company have
approved, and deem it advisable and in the best interests of their respective
shareholders to consummate, the business combination of the Company and Parent
on the terms and conditions set forth herein;

WHEREAS, the combination of the Company and Parent shall be effected by the
terms of this Agreement through the Merger (as defined in Section 1.01(a));

WHEREAS, in furtherance thereof, the Board of Directors of each of the
Company and Parent have approved the Merger, upon the terms and subject to the
conditions set forth in this Agreement, pursuant to which each share of SNC
Common Stock (as defined in Section 2.01(a)) of the Company will be converted
into the right to receive Parent ADSs (as defined in Section 2.01(a));

WHEREAS, as a condition and inducement to Parent's willingness to enter into
this Agreement, Parent and certain shareholders of the Company (the "Designated
Company Stockholders") entered into an agreement dated as of February 20, 2000
(the "Company Stockholder Voting Agreement") pursuant to which the Designated
Company Stockholders have agreed, among other things, to vote their shares of
the Company in favor of the approval and adoption of this Agreement and the
transactions contemplated hereby;

WHEREAS, as a condition and inducement to the Company's willingness to enter
into this Agreement, the Company and a shareholder of Parent (the "Designated
Parent Stockholder") entered into an agreement dated as of February 20, 2000
(the "Parent Stockholder Voting Agreement") pursuant to which the Designated
Parent Stockholder has agreed, among other things, to vote its shares in favor
of the Capital Increase (as defined in Section 4.02(a));

WHEREAS, for United States federal income tax purposes, it is intended that
the Merger contemplated by this Agreement qualify as a "reorganization" within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the rules and regulations promulgated thereunder; and

WHEREAS, the Parent, Merger Subsidiary and the Company desire to amend and
restate this Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants, and agreements set forth herein, the
parties hereto agree as follows:

ARTICLE 1

The Merger

Section 1.01. The Merger.

(a) Upon the terms and subject to the conditions set forth in this Agreement,
at the Effective Time, Merger Subsidiary shall be merged (the "Merger") with
and into the Company in accordance with the Delaware General Corporation Law
(the "DGCL"), whereupon the separate existence of Merger Subsidiary shall
cease, and the Company shall continue as the surviving corporation (the
"Surviving Corporation").

(b) Upon the terms and subject to the conditions of this Agreement, the
closing of the Merger (the "Closing") shall take place at 10:00 a.m. on a date
(the "Closing Date") which shall be the second business
<PAGE>

day after satisfaction or waiver of the conditions set forth in Article 6,
other than those conditions that by their nature are to be satisfied at the
Closing, but subject to the fulfillment or waiver of those conditions, at the
offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York
10153, or at such other time, date or place as agreed to in writing by the
parties hereto.

(c) Subject to the conditions of this Agreement, Parent and the Company shall
cause the Merger to be consummated by filing a certificate of merger complying
with the DGCL with the Secretary of State of the State of Delaware (the
"Certificate of Merger"), as soon as practicable on or after the Closing Date.
The Merger shall become effective upon filing of the Certificate of Merger with
the Secretary of State of the State of Delaware or at such later time as is
agreed by Parent and the Company and specified in the Certificate of Merger
(the "Effective Time").

(d) The Merger shall have the effects set forth in the DGCL. Without limiting
the generality of the foregoing, and subject thereto, at the Effective Time,
all the properties, rights, privileges, immunities, powers and franchises of
the Company and Merger Subsidiary shall vest in the Surviving Corporation, and
all debts, liabilities, obligations and duties of the Company and Merger
Subsidiary shall become the debts, liabilities, obligations and duties of the
Surviving Corporation.

Section 1.02. Certificate of Incorporation.

The certificate of incorporation of the Company shall be the certificate of
incorporation of the Surviving Corporation.

Section 1.03. Bylaws.

The bylaws of Merger Subsidiary in effect at the Effective Time shall be the
bylaws of the Surviving Corporation until amended in accordance with such
bylaws, the certificate of incorporation of the Surviving Corporation and the
DGCL.

Section 1.04. Directors and Officers.

From and after the Effective Time, until successors are duly elected or
appointed and qualified in accordance with the DGCL, the certificate of
incorporation and bylaws of the Surviving Corporation, (a) the directors of
Merger Subsidiary at the Effective Time shall be the directors of the Surviving
Corporation, and (b) the officers of Merger Subsidiary at the Effective Time
shall be the officers of the Surviving Corporation.

ARTICLE 2

Conversion of Securities

Section 2.01. Conversion of Securities.

As of the Effective Time, by virtue of the Merger and without any action on
the part of any holder of any capital stock of Parent, Merger Subsidiary or the
Company:

(a) SNC Common Stock. Each share of common stock, par value $0.001 per
share, of the Company designated as "Snyder Communications, Inc. Common
Stock" in the certificate of incorporation of the Company (the "SNC Common
Stock") issued and outstanding immediately prior to the Effective Time
(other than any shares of SNC Common Stock to be cancelled pursuant to
Section 2.01(c)) automatically will be converted into the right to receive
at the Effective Time a number of fully paid and non-assessable American
Depositary Shares of Parent (each a "Parent ADS", and collectively the
"Parent ADSs", with each Parent ADS representing a fraction of a Parent
Share (as defined in Section 4.05(a)) to be determined by Parent as soon as
practicable following the date hereof (such fraction of a Parent Share
represented by

2
<PAGE>

each Parent ADS, the "ADS Ratio")) evidenced by American Depositary
Receipts of Parent ("Parent ADRs") equal to the Exchange Ratio (as defined
below).

(i) For purposes of this Agreement, the "Exchange Ratio" shall be
calculated as follows:

(A) If the Average Parent Trading Price (as defined below) in
Euros is at least equal to (Euro)493 (the "Lower Collar Amount") but
not greater than (Euro)667 (the "Upper Collar Amount"), the Exchange
Ratio shall equal the quotient (rounded to the nearest ten
thousandth) of (1) $29.50 divided by (2) the product of (x) the
Average Parent Trading Price in U.S. Dollars multiplied by (y) the
ADS Ratio.

(B) If the Average Parent Trading Price in Euros is greater than
the Upper Collar Amount, then the Exchange Ratio shall equal the
quotient (rounded to the nearest ten thousandth) of (1) $29.50
divided by (2) the product of (x) (Euro)667 multiplied by (y) the
Average Exchange Rate (as defined below) multiplied by (z) the ADS
Ratio.

(C) If the Average Parent Trading Price in Euros is less than the
Lower Collar Amount, then the Exchange Ratio shall equal the
quotient (rounded to the nearest ten thousandth) of (1) $29.50
divided by (2) the product of (x) (Euro)493 multiplied by (y) the
Average Exchange Rate multiplied by (z) the ADS Ratio.

(ii) For purposes of this Agreement, (A) the term "Average Parent
Trading Price" in Euros shall mean the average of the Closing Sale
Prices for the twenty (20) days of trading ending on the day
immediately prior to the Closing Date, (B) the term "Closing Sale
Price" shall mean the closing sale price of the Parent Shares reported
on the Premier Marche of the Bourse de Paris on the applicable trading
date and (C) the term "Average Exchange Rate" shall mean the average of
the Exchange Rates for the twenty (20) days of trading ending on the
date immediately prior to the Closing Date. For purposes of determining
the Average Parent Trading Price in U.S. Dollars, the Closing Sale
Price for each applicable trading date shall be multiplied by the
exchange rate for such trading date for converting Euros to U.S.
Dollars, as published in The Wall Street Journal (such rate, for any
given day, the "Exchange Rate").

(b) circle.com Common Stock. Each share of common stock, par value $0.001
per share, of the Company designated as "Snyder Communications, Inc.--
circle.com Common Stock" in the certificate of incorporation of the Company
(the "circle.com Common Stock", and together with the SNC Common Stock, the
"Company Common Stock") issued and outstanding immediately prior to the
Effective Time shall remain outstanding in the Merger as one share of
circle.com Common Stock of the Surviving Corporation.

(c) Cancellation of Certain Shares. Each share of SNC Common Stock held
in the treasury of the Company or owned by Parent, Merger Subsidiary or any
other Subsidiary (as defined in Section 8.01) of the Parent immediately
prior to the Effective Time shall be cancelled and extinguished without any
conversion thereof.

(d) Capital Stock of Merger Subsidiary. The shares of common stock, $0.01
par value, of Merger Subsidiary issued and outstanding immediately prior to
the Effective Time automatically will be converted into the number of
fully-paid and non-assessable shares of common stock designated as "SNC
Common Stock", $0.001 par value per share, of the Surviving Corporation
equal to the number of shares of SNC Common Stock of the Company
outstanding immediately prior to the Effective Time (other than any shares
of SNC Common Stock to be cancelled pursuant to Section 2.01(c)).

(e) Adjustment. The Exchange Ratio shall be adjusted to reflect fully the
effect of any stock split, reverse split, stock dividend (including any
dividend or distribution of securities convertible into Parent Shares or
Parent ADSs), reorganization, recapitalization or other like change with
respect to Parent Shares or Parent ADSs occurring after the date hereof and
having a record or effective date prior to the Effective Time.

3
<PAGE>

(f) Fractional Shares. No certificates, scrip or receipt representing any
fraction of a Parent ADS will be issued by virtue of the Merger, but in
lieu thereof each holder of shares of SNC Common Stock who would otherwise
be entitled to a fraction of a Parent ADS (after aggregating all fractional
Parent ADSs to be received by such holder) shall receive from Parent an
amount of cash (rounded down to the nearest whole cent), without interest
thereon, equal to the product of (i) such fraction multiplied by (ii) the
Average Parent Trading Price in U.S. Dollars multiplied by (iii) the ADS
Ratio.

Section 2.02. Surrender of Certificates.

(a) Exchange Agent. Parent shall select a bank or trust company reasonably
acceptable to the Company, which may be Parent's transfer agent, to act as the
exchange agent (the "Exchange Agent") in the Merger.

(b) Parent to Provide Merger Consideration. Promptly after the Effective
Time, Parent shall make available to the Exchange Agent for exchange in
accordance with this Article 2 certificates for the Parent ADRs representing
the Parent ADSs issuable pursuant to Section 2.01(a) in exchange for
outstanding shares of SNC Common Stock and cash in an amount sufficient for
payment in lieu of fractional shares pursuant to Section 2.01(f) and any
dividends or distributions to which holders of shares of SNC Common Stock may
be entitled pursuant to Section 2.02(e). The Parent ADSs issuable pursuant to
Section 2.01(a) and the cash payable pursuant to Section 2.01(f) are referred
to collectively as the "Merger Consideration."

(c) Exchange Procedures for SNC Common Stock. Promptly after the Effective
Time, Parent shall cause the Exchange Agent to mail to each holder of record of
a certificate or certificates (the "SNC Certificates") that immediately prior
to the Effective Time represented outstanding shares of SNC Common Stock whose
shares were converted into the right to receive a pro rata portion of the
Merger Consideration (i) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the SNC Certificates
shall pass, only upon delivery of the SNC Certificates to the Exchange Agent
and shall be in such form and have such other provisions as Parent shall
reasonably specify) and (ii) instructions for effecting the exchange of the SNC
Certificates for a pro rata portion of the Merger Consideration. Upon surrender
of an SNC Certificate for cancellation to the Exchange Agent or to such other
agent or agents as may be appointed by Parent, together with such letter of
transmittal duly completed and validly executed in accordance with the
instructions thereto, the holder of such SNC Certificate shall be entitled to
receive in exchange therefor the Merger Consideration to which such holder is
entitled pursuant to Section 2.01, and the SNC Certificate so surrendered shall
forthwith be cancelled. Until so surrendered, each outstanding SNC Certificate
will be deemed from and after the Effective Time, for all corporate purposes to
evidence only the ownership of the Parent ADRs representing the number of full
Parent ADSs into which the shares of SNC Common Stock evidenced by such SNC
Certificate shall have been so converted and the right to receive an amount in
cash in lieu of the issuance of any fractional Parent ADSs in accordance with
Section 2.01(f) and any dividends or distributions payable pursuant to
Section 2.02(e).

(d) Certificates for circle.com Common Stock. Certificates representing
shares held of record by holders of circle.com Common Stock (the "circle.com
Certificates") shall remain outstanding and shall not be exchanged, but shall
represent the equivalent number of shares of circle.com Common Stock of the
Surviving Corporation.

(e) Distributions With Respect to Unexchanged Shares. No dividends or other
distributions declared or made after the date of this Agreement with respect to
Parent ADSs with a record date after the Effective Time will be paid to the
holder of any unsurrendered SNC Certificate with respect to the Parent ADSs
represented thereby until the holder of record of such SNC Certificate shall
surrender such SNC Certificate. Subject to the effect of applicable abandoned
property, escheat or similar laws, following surrender of any such SNC
Certificate, there shall be delivered to the record holder of Parent ADRs
representing such Parent ADSs (i) a certificate representing whole Parent ADSs
issuable and payable in exchange for such SNC Certificate, without interest,
(ii) payments of the amount of dividends or other distributions with a record
date after the Effective Time then payable with respect to such whole Parent
ADSs and (iii) cash in lieu of any fractional shares in accordance with Section
2.01(f).

4
<PAGE>

(f) Transfers of Ownership. If any certificate for Parent ADRs representing
Parent ADSs is to be issued in a name other than that in which the SNC
Certificate surrendered in exchange therefor is registered or if any other
portion of the Merger Consideration is to be payable to a person other than the
person to whom such SNC Certificate is registered, it will be a condition of
the issuance and payment thereof that the SNC Certificate so surrendered will
be properly endorsed, accompanied by any documents required to evidence and
effect such transfer and otherwise be in proper form for transfer and that the
person requesting such exchange will have paid to Parent or any agent
designated by it any applicable transfer taxes required by reason of the
issuance of a certificate for Parent ADRs representing Parent ADSs in any name,
or the payment of any other portion of the Merger Consideration to any person,
other than that of the registered holder of the SNC Certificate surrendered, or
shall provide evidence that any applicable transfer taxes have been paid.

(g) No Liability. Notwithstanding anything to the contrary in this Section
2.02, none of the Exchange Agent, Parent, the Surviving Corporation nor any
other party hereto shall be liable to any person in respect of any Merger
Consideration for any amount properly delivered to a public official pursuant
to any applicable abandoned property, escheat or similar law.

(h) Termination of Exchange Agent. Any Merger Consideration made available to
the Exchange Agent pursuant to Section 2.02(b) and not exchanged within twelve
(12) months after the Effective Time pursuant to this Section 2.02 shall be
returned by the Exchange Agent to Parent, which shall thereafter act as
Exchange Agent, and thereafter any holder of unsurrendered SNC Certificates
shall look as a general creditor only to Parent for payment of any funds to
which such holder may be due, subject to applicable law.

Section 2.03. No Further Ownership Rights in SNC Common Stock.

The Merger Consideration issued and paid in exchange of shares of SNC Common
Stock in accordance with the terms hereof shall be deemed to have been issued
and paid in full satisfaction of all rights pertaining to such shares of SNC
Common Stock, and there shall be no further registration of transfers on the
records of the Surviving Corporation of shares of SNC Common Stock that were
outstanding immediately prior to the Effective Time. If after the Effective
Time, SNC Certificates are presented to the Surviving Corporation for any
reason, they shall be cancelled and exchanged as provided in this Article 2.

Section 2.04. Lost, Stolen or Destroyed Certificates.

In the event any SNC Certificates shall have been lost, stolen or destroyed,
the Exchange Agent shall deliver in exchange for such lost, stolen or destroyed
SNC Certificates, upon the making of an affidavit of that fact by the holder
thereof, the Merger Consideration; provided, however, that Parent may, in its
discretion and as a condition precedent to such delivery, require the owner of
such lost, stolen or destroyed SNC Certificates to deliver a bond in such sum
as it may reasonably direct as indemnity against any claim that may be made
against Parent or the Exchange Agent with respect to the SNC Certificates
alleged to have been lost, stolen or destroyed.

Section 2.05. Withholding Rights.

Each of the Surviving Corporation and Parent shall be entitled, or shall be
entitled to cause the Exchange Agent, to deduct and withhold from the Merger
Consideration otherwise payable pursuant to this Agreement to any holder of
shares of SNC Common Stock such amounts as it is required to deduct and
withhold with respect to the making of such payment under the Code and the
rules and regulations promulgated thereunder, or any provision of a Tax (as
defined in Section 3.14(h)) law. To the extent that amounts are so withheld by
the Surviving Corporation, Parent or the Exchange Agent, as the case may be,
such amounts shall be treated for all purposes of this Agreement as having been
paid to the holder of the shares of SNC Common Stock in respect to which such
deduction and withholding was made by the Surviving Corporation or Parent, as
the case may be.

5
<PAGE>

Section 2.06. Stock Option and Other Stock Plans.

(a) As soon as practicable following the date of this Agreement, Parent and
the Company shall take such action with respect to Snyder Communications Inc.
Second Amended and Restated 1996 Stock Incentive Plan and other assumed stock
option plans of the Company (the "Company Option Plans") and any other actions
as may be required to effect the following provisions of this Section 2.06(a).
At the Effective Time, Parent shall assume each option to purchase shares of
SNC Common Stock pursuant to the Company Option Plans that is then outstanding,
whether vested or unvested (each a "SNC Stock Option"), and each such SNC Stock
Option shall be converted into an option (or a new substitute option shall be
granted) (each an "Adjusted Option") to purchase the number of Parent ADSs
(rounded up to the nearest whole share) equal to (x) the number of shares of
SNC Common Stock subject to such option multiplied by (y) the Exchange Ratio,
at an exercise price per Parent ADS (rounded down to the nearest whole cent)
equal to the aggregate exercise price for the shares of SNC Common Stock
subject to such SNC Stock Option divided by the number of Parent ADSs
purchasable pursuant to the corresponding Adjusted Option; provided, however,
that in the case of any SNC Stock Option to which Section 421 of the Code
applies by reason of its qualification under Section 422 of the Code, the
conversion formula shall be adjusted, if necessary, to comply with Section
424(a) of the Code. Except as provided above, the Adjusted Options shall be
subject to the same terms and conditions (including, subject to any contractual
acceleration of vesting as a consequence of the Merger pursuant to the terms of
the applicable option agreement, with respect to vesting) as were applicable to
the converted option immediately prior to the Effective Time.

(b) At the Effective Time, each option to purchase shares of circle.com
Common Stock pursuant to the Company Option Plans that is then outstanding,
whether vested or unvested (each a "circle.com Stock Option", and together with
the SNC Stock Options, the "Company Stock Options"), shall by virtue of the
Merger, and without any further action on the part of any holder thereof, be
subject to the same terms and conditions as were applicable to the original
option to purchase circle.com Common Stock immediately prior to the Effective
Time and be assumed by the Surviving Corporation and converted into an option
to purchase the number of shares of circle.com Common Stock in the Surviving
Corporation equal to the number of shares of circle.com Common Stock of the
Company subject to such option, at an exercise price per share of circle.com
Common Stock in the Surviving Corporation equal to the former exercise price
per share of circle.com Common Stock of the Company under such option
immediately prior to the Effective Time.

(c) Notwithstanding the foregoing provisions of Sections 2.06(a) and 2.06(b),
at the Effective Time each of the Holding Company Persons (as defined below)
who hold SNC Stock Options identified in Section 2.06(c) of the Company
Disclosure Schedule (as defined in Section 3.01(a)) the terms of which provide
for the acceleration of vesting as a consequence of the Merger (the
"Accelerated Options") shall have the right, exercisable by written notice to
Parent (the "Purchase Notice") on or prior to the Closing Date, to cause Parent
to purchase the Accelerated Options held by such Holding Company Person for
cash in an amount (the "Purchase Amount") equal to the difference of (i) the
product of (A) the Average Parent Trading Price in U.S. Dollars multiplied by
(B) the ADS Ratio multiplied by (C) the number of Parent ADSs issuable upon
exercise of such option, giving effect to the adjustment provisions in Section
2.06(a), less (ii) the aggregate exercise price for the Parent ADSs subject to
such Accelerated Options. The Purchase Amount for all Accelerated Options with
respect to which a Purchase Notice is furnished in accordance with this Section
2.06(c) shall be payable on or prior to the third business day following the
Closing Date. For purposes hereof, the "Holding Company Persons" shall mean
those employees and directors of the Company set forth in Section 2.06(c) of
the Company Disclosure Schedule.

(d) As soon as practicable after the Effective Time (but in no event more
than thirty (30) days thereafter), Parent shall deliver to the holders of SNC
Stock Options other than for the Holding Company Persons appropriate notices
setting forth such holders' rights pursuant to the Company Option Plans and the
agreements evidencing the grants of such SNC Stock Options and that such SNC
Stock Options and agreements shall be assumed by Parent and shall continue in
effect on the same terms and conditions (subject to the adjustments required by
this Section 2.06 after giving effect to the Merger). Parent and the Surviving
Corporation shall

6
<PAGE>

comply with the terms of the Company Option Plans and ensure, to the extent
required by, and subject to the provisions of, the Company Option Plans, that
the Company Stock Options that qualified as incentive stock options under
Section 422 of the Code prior to the Effective Time continue to so qualify as
incentive stock options after the Effective Time.

(e) Parent and the Surviving Corporation shall take such actions as are
reasonably necessary for the assumption (or substitution) of the Company Stock
Options by Parent pursuant to this Section 2.06, including the reservation,
issuance and listing of Parent ADSs and circle.com Common Stock of the
Surviving Corporation, as applicable, as is necessary to effectuate the
transactions contemplated by this Section 2.06. Parent shall, and shall cause
the Surviving Corporation to, prepare and file with the SEC (as hereinafter
defined) a registration statement on Form S-8 or other appropriate form with
respect to (i) Parent ADSs subject to Adjusted Options issued under the Company
Option Plan and (ii) shares of circle.com Common Stock of the Surviving
Corporation subject to Company Stock Options, and shall use its reasonable best
efforts to have such registration statement(s) declared effective immediately
following the Effective Time and to maintain the effectiveness of such
registration statement covering such Adjusted Options (and maintain the current
status of the prospectus or prospectuses contained therein) for so long as such
Adjusted Options remain outstanding.

ARTICLE 3

Representations and Warranties of the Company

The Company represents and warrants to Parent that:

Section 3.01. Organization and Power.

(a) Each of the Company and its Significant Subsidiaries (as defined below)
is a corporation, partnership or other entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or
organization, and has the requisite corporate or other power and authority to
own, lease and operate its properties and to carry on its business as now being
conducted. Each of the Company and its Significant Subsidiaries is duly
qualified or licensed to do business and is in good standing in each
jurisdiction in which the property owned, leased or operated by it or the
nature of the business conducted by it makes such qualification or licensing
necessary, except where the failure to be so duly qualified or licensed and in
good standing would not, individually or in the aggregate, have a Material
Adverse Effect on the Company.

For purposes of this Agreement, a "Material Adverse Effect" with respect to
the Company or Parent, as the case may be, means any change, circumstance or
effect that, individually or in the aggregate with all other changes,
circumstances or effects, is or is reasonably likely to be materially adverse
to (i) the assets, properties, condition (financial or otherwise), or results
of operations of such person and its Subsidiaries, taken as a whole, or (ii)
the ability of such person to perform its obligations under or to consummate
the transactions contemplated by this Agreement, provided that none of the
following shall constitute a Material Adverse Effect: (i) occurrences affecting
the Company's or Parent's or any of their respective Subsidiaries' businesses
as a result of the announcement of the execution of this Agreement; (ii)
general economic conditions; (iii) any changes generally affecting the
industries in which the Company and its Subsidiaries or Parent and its
Subsidiaries operate; or (iv) changes in the Company's business after the date
hereof attributable solely to actions taken by Parent.

(b) Section 3.01 of the disclosure schedule delivered by the Company to
Parent prior to the execution of this Agreement (the "Company Disclosure
Schedule") sets forth a complete list of the Company's Subsidiaries. The
Company has heretofore delivered to Parent true and complete copies of the
certificate of incorporation and bylaws of the Company and the organizational
documents of the subsidiaries of the Company that are "significant
subsidiaries", as such term is defined in Section 1-02 of Regulation S-X under
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "1934 Act") but

7
<PAGE>

excluding therefrom holding companies that have no significant subsidiaries
(each, a "Significant Subsidiary"), as currently in effect.

Section 3.02. Corporate Authorization.

(a) The execution, delivery and performance by the Company of this Agreement,
and the consummation by the Company of the transactions contemplated hereby are
within the Company's corporate powers and, except as set forth in the next
succeeding sentence of this Section 3.02, have been duly authorized by all
necessary corporate action. The affirmative vote of the holders of a majority
of the outstanding shares of Company Common Stock entitled to vote on this
Agreement, voting together as one class (the "Company Requisite Vote"), is the
only vote of any class or series of the Company's capital stock necessary to
approve and adopt this Agreement and the transactions contemplated by this
Agreement. This Agreement has been duly executed and delivered by the Company
and constitutes a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other similar laws affecting creditors' rights generally from time to time in
effect and to general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether in a
proceeding at equity or at law).

(b) The Board of Directors of the Company (the "Company Board") has by
unanimous vote of those present (who constituted 100% of the directors then in
office), duly and validly authorized the execution and delivery of this
Agreement and approved the consummation of the transactions contemplated
hereby, and taken all corporate actions required to be taken by the Company
Board for the consummation of the transactions, including the Merger,
contemplated hereby and thereby, and has resolved to (i) deem this Agreement
and the transactions contemplated hereby, including the Merger, taken together,
advisable and fair to, and in the best interests of, the Company and its
shareholders and (ii) recommend that the shareholders of the Company approve
and adopt this Agreement. The Company Board has directed that this Agreement be
submitted to the shareholders of the Company for their approval.

Section 3.03. Governmental Authorization.

The execution, delivery and performance by the Company of this Agreement, and
the consummation by the Company of the transactions contemplated hereby,
require no action by or in respect of, or filing with, any federal, state,
local, foreign or multinational (including the European Union) government or
any court, administrative agency or commission or other governmental agency or
authority (a "Governmental Authority") other than: (a) the filing of
Certificate of Merger with respect to the Merger with the Secretary of State of
the State of Delaware; (b) compliance with any applicable requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act") and the Council Regulation (EEC) No. 4064/89 of December 21, 1989 on the
Control of Concentrations Between Undertaking, OJ (1989) L/395/1 (as amended)
and the regulations and decisions of the Commission of the European Community
or other organs of the European Union or European Community implementing such
regulations (the "EU Merger Regulations") or any foreign laws governing
competition, antitrust, investment or exchange control; (c) compliance with any
applicable requirements of the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder (the "1933 Act"); (d) compliance
with any applicable requirements of the 1934 Act; (e) compliance with any other
applicable securities or takeover laws; (f) those that may be required solely
by reason of Parent's or Merger Subsidiary's (as opposed to any other third
party's) participation in the transactions contemplated by this Agreement; (g)
actions or filings which, if not taken or made, and consents, authorizations or
orders which, if not obtained, would not, individually or in the aggregate,
have a Material Adverse Effect on the Company; and (h) filings and notices not
required to be made or given until after the Effective Time.

Section 3.04. Non-Contravention.

Except as set forth on Section 3.04 of the Company Disclosure Schedule, the
execution, delivery and performance by the Company of this Agreement do not,
and the consummation by the Company of the transactions contemplated hereby
will not: (a) assuming receipt of the approval of shareholders referred to in

8
<PAGE>

Section 3.02 with respect to this Agreement, contravene or conflict with the
certificate of incorporation, bylaws or similar organizational documents of the
Company or any of its Significant Subsidiaries; (b) assuming compliance with
the matters referred to in Section 3.03 with respect to this Agreement,
contravene or conflict with or constitute a violation of any provision of any
law, regulation, judgment, injunction, order or decree binding upon or
applicable to the Company or its Subsidiaries; (c) constitute a default (or an
event which with notice, the lapse of time or both would become a default)
under or give rise to a right of termination, cancellation or acceleration of
any right or obligation of the Company or any of its Subsidiaries or to a loss
of any benefit to which the Company or any of its Subsidiaries is entitled
under any provision of any agreement, contract or other instrument binding upon
the Company or any of its Subsidiaries and which (i) has a term of more than
one year, (ii) involves the payment or receipt of money in excess of
$1,000,000, or (iii) involves the issuance of capital stock of the Company or
any of its Subsidiaries (a "Company Agreement") or any license, franchise,
permit or other similar authorization held by the Company or any of its
Subsidiaries; or (d) result in the creation or imposition of any Lien on any
asset of the Company or any of its Subsidiaries, except for such
contraventions, conflicts or violations referred to in clause (b) or defaults,
rights of termination, cancellation or acceleration, losses or Liens referred
to in clause (c) or (d) that would not, individually or in the aggregate, have
a Material Adverse Effect on the Company. For purposes of this Agreement,
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset.

Section 3.05. Capitalization of the Company.

(a) The authorized capital stock of the Company consists of 405,000,000
shares, comprised of 320,000,000 shares of SNC Common Stock, 80,000,000 shares
of circle.com Common Stock and 5,000,000 shares of preferred stock, $0.001 par
value per share (the "Preferred Stock"). As of the close of business on
February 15, 2000, 71,233,429 shares of SNC Common Stock were issued and
outstanding, 22,422,885 shares of circle.com Common Stock were issued and
outstanding, and no shares of Preferred Stock were issued and outstanding. The
strike prices, vesting information, grantees and number of shares with respect
to options previously granted pursuant to the Company Option Plans and the
number of shares purchased and rights to acquire shares under the Company's
Amended and Restated Employee Stock Purchase Plan set forth in Section 3.05 of
the Company Disclosure Schedule are accurate in all material respects. All the
outstanding shares of the Company's capital stock are, and all shares which may
be issued pursuant to the Company Option Plans will be, when issued in
accordance with the respective terms thereof, duly authorized, validly issued,
fully paid and non-assessable. Except (i) as set forth in this Section 3.05 or
in Section 5.01 of the Company Disclosure Schedule, (ii) for the transactions
contemplated by this Agreement, including those permitted in accordance with
Section 5.01(f) and (iii) for changes since February 15, 2000 resulting from
the exercise of employee and director stock options outstanding on such date,
there are outstanding (x) no shares of capital stock or other voting securities
of the Company, (y) no securities of the Company convertible into or
exchangeable for shares of capital stock or voting securities of the Company,
and (z) no options, warrants or other rights to acquire from the Company, and
no preemptive or similar rights, subscriptions or other rights, convertible
securities, agreements, arrangements or commitments of any character, relating
to the capital stock of the Company, obligating the Company to issue, transfer
or sell, any capital stock, voting securities or securities convertible into or
exchangeable for capital stock or voting securities of the Company or
obligating the Company to grant, extend or enter into any such option, warrant,
subscription or other right, convertible security, agreement, arrangement or
commitment (including equity equivalents or stock appreciation rights) (the
items in clauses (x), (y) and (z) being referred to collectively as the
"Company Securities"). None of the Company or its Subsidiaries has any
contractual obligation to redeem, repurchase or otherwise acquire any Company
Securities or any Company Subsidiary Securities (as hereinafter defined),
including as a result of the transactions contemplated by this Agreement.

(b) There are no voting trusts or other agreements or understandings to which
the Company or any of its Subsidiaries is a party with respect to the voting of
the capital stock of the Company or any of its Subsidiaries.

9
<PAGE>

Section 3.06. Capitalization of Subsidiaries.

Except as set forth in Section 3.06 of the Company Disclosure Schedule, all
of the outstanding shares of capital stock of, or other ownership interests in,
each Subsidiary of the Company, is owned by the Company, directly or
indirectly, free and clear of any consensual Lien (including any restriction on
the right to vote, sell or otherwise dispose of such capital stock or other
ownership interests). There are no outstanding (i) securities of the Company or
any of its Subsidiaries convertible into or exchangeable for shares of capital
stock or other voting securities or ownership interests in any Subsidiary of
the Company, or (ii) options or other rights to acquire from the Company or any
of its Subsidiaries, and no other obligation of the Company or any of its
Subsidiaries to issue, any capital stock, voting securities or other ownership
interests in, or any securities convertible into or exchangeable for, any
capital stock, voting securities or ownership interests in, any Subsidiary of
the Company (the items in clauses (i) and (ii) being referred to collectively
as the "Company Subsidiary Securities").

Section 3.07. SEC Filings.

(a) The Company has filed all required reports, schedules, forms, statements
and other documents with the Securities and Exchange Commission (the "SEC")
since September 30, 1998 (the "Company SEC Documents").

(b) As of its filing date, each Company SEC Document filed pursuant to the
1934 Act (i) did not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading,
except to the extent that such statements have been modified or superseded by a
later filed Company SEC Document and (ii) complied in all material respects
with the 1934 Act.

(c) Each Company SEC Document that is a registration statement, as amended or
supplemented, if applicable, filed pursuant to the 1933 Act as of the date such
registration statement or amendment became effective (i) did not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, except to the extent that such statements have been modified or
superseded by a later filed Company SEC Document and (ii) complied in all
material respects with the 1933 Act.

Section 3.08. Financial Statements.

The audited consolidated financial statements and unaudited consolidated
interim financial statements of the Company included in the Company's Proxy
Statement and Prospectus dated October 7, 1999 (the "Recapitalization Proxy
Statement") and its Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1999 (the "Company 10-Q") have been prepared in accordance with
United States generally accepted accounting principles ("GAAP") (except, in the
case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on
a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly present the consolidated financial position of
the Company and its consolidated Subsidiaries as of the dates thereof and their
consolidated results of operations and cash flows for the periods then ended
(subject to normal year-end adjustments in the case of the unaudited interim
financial statements). For purposes of this Agreement, "Company Balance Sheet"
means the consolidated balance sheet of the Company as of September 30, 1999
set forth in the Company 10-Q and "Company Balance Sheet Date" means September
30, 1999.

Section 3.09. Disclosure Documents.

Neither the Company Proxy Statement (as defined in Section 5.03(c)), nor any
amendment or supplement thereto, will, at the date the Company Proxy Statement
or any such amendment or supplement is first mailed to shareholders of the
Company, or at the time such shareholders vote on the adoption and approval of
this Agreement, contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The

10
<PAGE>

Company Proxy Statement will, when the Form F-4 (as defined in Section 4.08(a))
is first filed with the SEC and when the Form F-4 becomes effective, comply as
to form in all material respects with the requirements of the 1933 Act and the
1934 Act. No representation or warranty is made by the Company in this Section
3.09 with respect to statements made or incorporated by reference therein based
on information supplied by Parent or Merger Subsidiary for inclusion or
incorporation by reference in the Company Proxy Statement.

Section 3.10. Information Supplied.

None of the information supplied or to be supplied by the Company for
inclusion or incorporation by reference in the Form F-4 or any amendment or
supplement thereto will, at the time the Form F-4 or any such amendment or
supplement becomes effective under the 1933 Act or at the Effective Time,
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading.

Section 3.11. Absence of Certain Changes.

Except as disclosed in the Company SEC Documents filed prior to the date of
this Agreement, as disclosed in Section 3.11 of the Company Disclosure Schedule
or with respect to the period from and after the date of this Agreement as
permitted pursuant to Section 5.01, since September 30, 1999, the Company and
its Subsidiaries have conducted their business in the ordinary course
consistent with past practice and there has not been:

(a) any event, occurrence, development change or circumstance which has
had, or would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect on the Company;

(b) any declaration, setting aside or payment of any dividend or other
distribution with respect to any shares of capital stock of the Company, or
any repurchase, redemption or other acquisition by the Company or any of
its Subsidiaries of any amount of outstanding shares of capital stock or
other equity securities of, or other ownership interests in, the Company or
any of its Subsidiaries;

(c) any amendment of any term of any outstanding security of the Company
or any of its Subsidiaries that would materially increase the obligations
of the Company or such Subsidiary under such security;

(d) (x) any incurrence or assumption by the Company or any of its
Subsidiaries of any indebtedness for borrowed money other than under
existing credit facilities (or any renewals, replacements or extensions
that do not increase the aggregate commitments thereunder) (A) in the
ordinary course of business consistent with past practice (it being
understood that any indebtedness incurred prior to the date hereof in
respect of capital expenditures shall be considered to have been in the
ordinary course of business consistent with past practice) or (B) in
connection with any acquisition or capital expenditure permitted by Section
5.01 or (y) any guarantee, endorsement or other incurrence or assumption of
liability (whether directly, contingently or otherwise) by the Company or
any of its Subsidiaries for the obligations of any other person (other than
any wholly owned Subsidiary of the Company), other than in the ordinary
course of business consistent with past practice;

(e) any creation or assumption by the Company or any of its Subsidiaries
of any consensual Lien on any material asset of the Company or any of its
Subsidiaries other than in the ordinary course of business consistent with
past practice;

(f) any making of any loan, advance or capital contribution to or
investment in any person by the Company or any of its Subsidiaries other
than (i) loans, advances or capital contributions to or investments in
wholly-owned Subsidiaries of the Company or (ii) loans or advances to
employees of the Company or any of its Subsidiaries made in the ordinary
course of business consistent with past practice;

(g) (i) any contract or agreement entered into by the Company or any of
its Subsidiaries on or prior to the date hereof relating to any material
acquisition or disposition of any assets or business or (ii) any
modification, amendment, assignment, termination or relinquishment by the
Company or any of its

11
<PAGE>

Subsidiaries of any contract, license or other right (including any
insurance policy naming it as a beneficiary or a loss payable payee) that,
individually or in the aggregate, would have a Material Adverse Effect on
the Company, other than, in the case of (i) and (ii), transactions,
commitments, contracts or agreements in the ordinary course of business
consistent with past practice and those contemplated by this Agreement;

(h) any material change in any method of accounting or accounting
principles or practice by the Company or any of its Subsidiaries, except
for any such change required by reason of a change in GAAP; or

(i) any (i) grant of any severance or termination pay to any director,
officer or employee of the Company or any of its Subsidiaries, (ii)
entering into of any employment, deferred compensation or other similar
agreement (or any amendment to any such existing agreement) with any
director, officer or employee of the Company or any of its Subsidiaries,
(iii) increase in benefits payable under any existing severance or
termination pay policies or employment agreements or (iv) increase in
compensation, bonus or other benefits payable to directors, officers or
employees of the Company or any of its Subsidiaries other than, in the case
of clause (iv) only, increases prior to the date hereof in compensation,
bonus or other benefits payable to employees of the Company or any of its
Subsidiaries in the ordinary course of business consistent with past
practice or merit increases in salaries of employees at regularly scheduled
times in customary amounts consistent with past practices.

Section 3.12. No Undisclosed Material Liabilities.

There have been no liabilities or obligations (whether pursuant to contracts
or otherwise) of any kind whatsoever incurred by the Company or any of its
Subsidiaries since September 30, 1999, whether accrued, contingent, absolute,
determined, determinable or otherwise, other than:

(a) liabilities or obligations disclosed or provided for in the Company
Balance Sheet or in the notes thereto or in the Company SEC Documents filed
prior to the date hereof;

(b) liabilities or obligations which, individually and in the aggregate,
have not had and would not have a Material Adverse Effect on the Company;
or

Section 3.13. Litigation.

Except as disclosed in the Company SEC Documents filed prior to the date
hereof or in Section 3.13 of the Company Disclosure Schedule, there is no
action, suit, investigation or proceeding pending against, or to the knowledge
of the Company, threatened against or affecting, the Company or any of its
Subsidiaries or any of their respective properties which, individually or in
the aggregate, would have a Material Adverse Effect on the Company.

Section 3.14. Taxes.

Except as set forth on Section 3.14 of the Company Disclosure Schedule:

(a) The Company and each of its Subsidiaries, and each affiliated group
(within the meaning of Section 1504 of the Code) of which the Company or
any of its Subsidiaries is or has been a member, has timely filed (or has
had timely filed on its behalf) all material Tax Returns required by
applicable law to be filed by it prior to the date hereof, and all such
material Tax Returns were true, correct and complete in all material
respects;

(b) The Company and each of its material Subsidiaries has paid (or has
had paid on its behalf) all Taxes shown due with respect to Tax Returns
filed prior to the date hereof;

(c) The federal income Tax Returns of the Company have been examined and
settled with the Internal Revenue Service (the "Service") (or the
applicable statutes of limitation for the assessment of federal income
Taxes for such periods have expired) for all years through 1997;

12
<PAGE>

(d) There are no material Liens or encumbrances for Taxes on any of the
assets of the Company or its Subsidiaries (other than for current Taxes not
yet due and payable);

(e) The Company and its Subsidiaries have complied in all material
respects with all applicable laws, rules and regulations relating to the
payment and withholding of Taxes;

(f) None of the Company or its Subsidiaries is a party to any tax
allocation, tax sharing, tax indemnity or similar agreement (whether or not
in writing), arrangement or practice with respect to Taxes (including any
adverse pricing agreement, closing agreement or other agreement relating to
Taxes with any Taxing Authority), except among themselves;

(g) No federal, state, local or foreign audits or administrative
proceedings are presently pending with regard to any material Taxes or Tax
Return of the Company or its Subsidiaries and none of them has received a
written notice of any proposed audit or proceeding regarding any pending
audit or proceeding; and

(h) "Taxes" (including the term "Tax") shall mean any and all taxes,
charges, fees, levies or other similar assessments imposed by the Service
or any other taxing authority (whether domestic or foreign) (a "Taxing
Authority"), and such term shall include any interest, penalties or
additional amounts with respect to any such taxes, charges, fees, levies or
other assessments. "Tax Return" shall mean any report, return, document,
declaration or other information or filing required to be supplied to any
Taxing Authority (foreign or domestic) with respect to Taxes.

Section 3.15. Employee Benefit Plans; ERISA.

(a) Except as set forth in Section 3.15(a) of the Company Disclosure
Schedule, there are no material employee benefit plans (including any plans for
the benefit of directors or former directors), arrangements, practices,
contracts or agreements (including employment agreements and severance
agreements, incentive compensation, bonus, stock option, stock appreciation
rights and stock purchase plans) of any type (including plans described in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")), maintained by the Company, any of its Subsidiaries or any trade or
business, whether or not incorporated (an "ERISA Affiliate"), that together
with the Company would be deemed a "controlled group" within the meaning of
Section 4001(a)(14) of ERISA, or with respect to which the Company or any of
its Subsidiaries has or may have a liability (the "Company Benefit Plans").
Except as disclosed in Section 3.15(a) of the Company Disclosure Schedule (or
as otherwise permitted by this Agreement): (1) neither the Company nor any
ERISA Affiliate has any formal plan or commitment, whether legally binding or
not, to create any additional Company Benefit Plan or modify or change any
existing Company Benefit Plan that would affect any employee or terminated
employee of the Company or any ERISA Affiliate; and (2) since September 30,
1999, there has been no change, amendment, modification to, or adoption of, any
Company Benefit Plan, in each case, that has had, or would have, a Material
Adverse Effect on the Company.

(b) With respect to each Company Benefit Plan, except as disclosed in Section
3.15(b) of the Company Disclosure Schedule or as would not, individually or in
the aggregate, have a Material Adverse Effect on the Company: (i) if intended
to qualify under Section 401(a), 401(k) or 403(a) of the Code, such plan so
qualifies, and its trust is exempt from taxation under Section 501(a) of the
Code; (ii) such plan has been administered in accordance with its terms and
applicable law; (iii) no breaches of fiduciary duty have occurred; (iv) no
prohibited transaction within the meaning of Section 406 of ERISA has occurred;
(v) as of the date of this Agreement, no lien imposed under the Code or ERISA
exists; and (vi) all contributions and premiums due (including any extensions
for such contributions and premiums) have been made in full.

(c) None of the Company Benefit Plans has incurred any "accumulated funding
deficiency", as such term is defined in Section 412 of the Code, whether or not
waived.

(d) Except as disclosed in Section 3.15(d) of the Company Disclosure
Schedule, neither the Company nor any ERISA Affiliate has incurred any
liability under Title IV of ERISA (including Sections 4063-4064 and

13
<PAGE>

4069 of ERISA) that has not been satisfied in full except as, individually or
in the aggregate, would not have a Material Adverse Effect on the Company or
that has not been reflected on the Company's consolidated financial statements.

(e) With respect to each Company Benefit Plan that is a "welfare plan" (as
defined in Section 3(1) of ERISA), except as specifically disclosed in Section
3.15(e) of the Company Disclosure Schedule, no such plan provides medical or
death benefits with respect to current or former employees of the Company or
any of its Subsidiaries beyond their termination of employment, other than as
may be required under Part 6 of Title I of ERISA and at the expense of the
participant or the participant's beneficiary and except as would not,
individually or in the aggregate, have a Material Adverse Effect on the
Company.

(f) Except with respect to payments under the agreements and programs
specified in Section 3.15(f) of the Company Disclosure Schedule, the
consummation of the transactions contemplated by this Agreement will not
entitle any individual to severance pay or any tax "gross-up" payments with
respect to the imposition of any tax pursuant to Section 4999 of the Code or
accelerate the time of payment or vesting, or increase the amount, of
compensation or benefits due to any individual with respect to any Company
Benefit Plan.

(g) Except as disclosed in Section 3.15(a) of the Company Disclosure
Schedule, there is no Company Benefit Plan that is a "multiemployer plan", as
such term is defined in Section 3(37) of ERISA, or which is covered by Section
4063 or 4064 of ERISA.

Section 3.16. Compliance with Laws; No Default.

Neither the Company nor any of its Subsidiaries is in violation of any
statute, law, ordinance, regulation, rule, judgment, decree, order, writ,
injunction, permit or license or other authorization or approval of any
Governmental Authority applicable to its business or operations, except for
violations and failures to comply that have not had and would not, individually
or in the aggregate, result in a Material Adverse Effect on the Company.

Section 3.17. No Default.

Each Company Agreement is a valid, binding and enforceable obligation of the
Company and in full force and effect, except where the failure to be valid,
binding and enforceable and in full force and effect would not, individually or
in the aggregate, have a Material Adverse Effect on the Company. None of the
Company or any of its Subsidiaries is in default or violation of any term,
condition or provision of (i) its respective certificate of incorporation or
by-laws or similar organizational documents or (ii) except as disclosed in
Section 3.17 of the Company Disclosure Schedule, any Company Agreement, except,
in the case of clause (i) (with respect to organizational documents that are
partnership, joint venture or similar documents) and (ii), for defaults or
violations that, individually or in the aggregate, have not had and would not
have a Material Adverse Effect on the Company. The Company has all permits and
licenses necessary to carry on the business conducted by it as of the date
hereof, except where the failure to have such permit or license would not,
individually or in the aggregate, have a Material Adverse Effect on the
Company.

Section 3.18. Finders' Fees.

Except for Deutsche Banc Alex. Brown, a copy of whose engagement agreement
has been provided to Parent, no investment banker, broker, finder, other
intermediary or similar person is entitled to any fee or commission from the
Company or any of its Subsidiaries in connection with the transactions
contemplated by this Agreement.

Section 3.19. Environmental Matters.

(a) Except as disclosed in the Company SEC Documents filed prior to the date
hereof, to the knowledge of the Company:

14
<PAGE>

(i) no notice, notification, demand, request for information, citation,
summons or order has been received by, no complaint has been filed against,
no penalty has been assessed against, and no investigation, action, claim,
suit, proceeding or review is pending or threatened by any person against,
the Company or any of its Subsidiaries with respect to any matters relating
to or arising out of any Environmental Law which, individually or in the
aggregate, would have a Material Adverse Effect on the Company;

(ii) no Hazardous Substance has been discharged, disposed of, dumped,
injected, pumped, deposited, spilled, leaked, emitted or released at, on or
under any property now or, to the knowledge of the Company, previously
owned, leased or operated by the Company or any of its Subsidiaries, which
circumstance, individually or in the aggregate, would have a Material
Adverse Effect on the Company; and

(iii) there are no Environmental Liabilities that, individually or in the
aggregate, have had or would have a Material Adverse Effect on the Company.

(b) For purposes of this Section, the following terms shall have the meanings
set forth below:

(i) "Company" and its "Subsidiaries" shall include any entity which is,
in whole or in part, a predecessor of the Company or any of its
Subsidiaries;

(ii) "Environmental Laws" means any and all federal, state, local and
foreign law (including common law), treaty, judicial decision, regulation,
rule, judgment, order, decree, injunction, permit, or governmental
restrictions or any agreement with any governmental authority or other
third party, relating to human health and safety, the environment or to
pollutants, contaminants, wastes or chemicals or toxic, radioactive,
ignitable, corrosive, reactive or otherwise hazardous substances, wastes or
materials;

(iii) "Environmental Liabilities" means any and all liabilities of or
relating to the Company or any of its Subsidiaries of any kind whatsoever,
whether accrued, contingent, absolute, determined, determinable or
otherwise, which (A) arise under or relate to matters covered by
Environmental Laws and (B) arise from actions occurring or conditions
existing on or prior to the Effective Time; and

(iv) "Hazardous Substances" means any pollutant, contaminant, waste or
chemical or any toxic, radioactive, corrosive, reactive or otherwise
hazardous substance, waste or material, or any substance having any
constituent elements displaying any of the foregoing characteristics,
including, without limitation, petroleum, its derivatives, by-products and
other hydrocarbons, or any substance, waste or material regulated under any
Environmental Laws.

Section 3.20. Labor Matters.

Except as set forth in Section 3.20 of the Company Disclosure Schedule, (i)
there is no labor strike, dispute, slowdown, stoppage or lockout pending or, to
the knowledge of the Company, threatened against the Company or any of its
Subsidiaries; (ii) to the knowledge of the Company, no union organizing
campaign with respect to the Company's or any of its Subsidiaries' employees is
underway; (iii) there is no unfair labor practice charge or complaint against
the Company or any of its Subsidiaries pending or, to the knowledge of the
Company, threatened before the National Labor Relations Board or any similar
state or foreign agency; (iv) there is no written grievance pending relating to
any collective bargaining agreement or other grievance procedure; (v) to the
knowledge of the Company, no charges with respect to or relating to the Company
or any of its Subsidiaries are pending before the Equal Employment Opportunity
Commission or any other agency responsible for the prevention of unlawful
employment practices; and (vi) the are no collective bargaining agreements with
any union covering employees of the Company or any of its Subsidiaries, except
for such exceptions to the foregoing clauses (i) through (vi) which,
individually or in the aggregate, would not have a Material Adverse Effect on
the Company.

Section 3.21. Intellectual Property.

(a) The Company and its Subsidiaries own or have the right to use all
material Intellectual Property (as defined hereafter) reasonably necessary for
the Company and its Subsidiaries to conduct their business as it is

15
<PAGE>

currently conducted, except for such exceptions which, individually or in the
aggregate, would not have a Material Adverse Effect on the Company.

(b) Except as set forth in Schedule 3.21 of the Company Disclosure Schedule,
to the knowledge of the Company: (i) all of the registrations relating to
material Intellectual Property owned by the Company and its Subsidiaries are
subsisting and unexpired, free of all Liens and have not been abandoned, except
for such exceptions which, individually or in the aggregate, would not have a
Material Adverse Effect on the Company; (ii) the Company does not infringe the
intellectual property rights of any third party in any respect that would have,
individually or in the aggregate, a Material Adverse Effect on the Company;
(iii) no judgment, decree, injunction, rule or order has been rendered by any
Governmental Authority which would limit, cancel or question the validity of,
or the Company's or its Subsidiaries' rights in and to, any Intellectual
Property owned by the Company or any such Subsidiary in any respect that would
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect on the Company; and (iv) neither the Company nor any of its
Subsidiaries has received notice of any pending or threatened suit, action or
adversarial proceeding that seeks to limit, cancel or question the validity of,
or the Company's or any such Subsidiary's rights in and to, any Intellectual
Property, which would have, individually or in the aggregate, a Material
Adverse Effect on the Company.

(c) For purposes of this Agreement "Intellectual Property" shall mean all
rights, privileges and priorities provided under federal, state and foreign law
relating to intellectual property, including without limitation all (x) (1)
proprietary inventions, discoveries, processes, formulae, designs, methods,
techniques, procedures, concepts, developments, technology, new and useful
improvements thereof and proprietary know-how relating thereto, whether or not
patented or eligible for patent protection; (2) copyrights and copyrightable
works, including computer applications, programs, software, databases and
related items; (3) trademarks, service marks, trade names, and trade dress, the
goodwill of any business symbolized thereby, and all common-law rights relating
thereto; (4) trade secrets and other confidential information; (y)
registrations, applications and recordings for any of the foregoing and (z)
licenses or other similar agreements granting the rights to use any of the
foregoing.

Section 3.22. Opinion of Financial Advisor.

The Company has received the opinion of Deutsche Banc Alex. Brown to the
effect that, as of the date of such opinion, the Merger Consideration to be
received by the holders of shares of the Company Common Stock in connection
with the Merger is fair to such holders from a financial point of view.

Section 3.23. Takeover Statutes.

The Company Board has approved, for purposes of Section 203 of the DGCL, the
Merger and this Agreement. No other "fair price", "moratorium", "control share
acquisition" or other similar antitakeover statute or regulation enacted under
state or federal laws in the United States (each, a "Takeover Statute")
applicable to the Company or any of its Subsidiaries is applicable to the
Merger or the other transactions contemplated hereby.

Section 3.24. Affiliates.

Section 3.24 of the Company Disclosure Schedule sets forth each person who,
as of the date hereof, is, to the best of the Company's knowledge, deemed to be
an Affiliate (as defined in Section 5.11) of the Company.

Section 3.25. The Company's Certificate of Incorporation.

The provisions of the Company's certificate of incorporation regarding
transactions with controlling persons do not and will not apply to this
Agreement, the Merger or to the transactions contemplated hereby.

16
<PAGE>

ARTICLE 4

Representations and Warranties of Parent

Parent represents and warrants to the Company that:

Section 4.01. Organization and Power.

(a) Each of Parent and its Significant Subsidiaries is a corporation,
partnership or other entity duly organized, validly existing and is in good
standing under the laws of the jurisdiction of its incorporation or
organization, and has the requisite corporate or other power and authority to
own, lease and operate its properties and to carry on its business as now being
conducted. Each of Parent and its Significant Subsidiaries is duly qualified or
licensed to do business and is in good standing in each jurisdiction in which
the property owned, leased or operated by it or the nature of the business
conducted by it makes such qualification or licensing necessary, except where
the failure to be so duly qualified or licensed and in good standing would not,
individually or in the aggregate, have a Material Adverse Effect on Parent.

(b) Section 4.01 of the disclosure schedule delivered by Parent to the
Company prior to the execution of this Agreement (the "Parent Disclosure
Schedule") sets forth a complete list of Parent's Significant Subsidiaries.
Parent has delivered to the Company true and complete copies of Parent's
statuts and Merger Subsidiary's certificate of incorporation and bylaws as
currently in effect.

Section 4.02. Corporate Authorization.

(a) The execution, delivery and performance by Parent of this Agreement and
the consummation by Parent and Merger Subsidiary of the transactions
contemplated hereby are within the corporate powers of Parent and, except as
set forth in the next succeeding sentence of this Section 4.02, have been duly
authorized by all necessary corporate action, including by resolution of the
Board of Directors of Parent (the "Parent Board"). The affirmative vote of at
least 66 2/3% of the outstanding voting rights of shareholders present in
person or represented by proxy at the Parent Shareholder Meeting (as
hereinafter defined) (the "Parent Requisite Vote") is the only vote of any
class or series of Parent's capital stock necessary to authorize the capital
increase, or authorize the Parent Board to effect the capital increase and
related issuance of shares in connection with the consummation of the Merger
(the "Capital Increase"); provided that a quorum of at least 33 1/3% (on the
first call) or at least 25% (on the second call) of the outstanding Parent
Shares having voting power is required at the Parent Shareholder Meeting. This
Agreement has been duly executed and delivered by Parent and constitutes a
valid and binding agreement of Parent, enforceable against Parent, in
accordance with its terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws
affecting creditors' rights generally from time to time in effect and to
general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether in a
proceeding at equity or at law). The Parent Shares to be represented by the
Parent ADSs to be issued pursuant to the Merger, when issued in accordance with
the terms hereof, will be duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights.

(b) The Parent Board has, by unanimous vote of those present, duly and
validly authorized the execution and delivery of this Agreement and approved
the consummation of the transactions contemplated hereby, and taken all
corporate actions required to be taken by the Parent Board for the consummation
of the transactions, including the Merger, contemplated hereby and has resolved
to (i) deem this Agreement and the transactions contemplated hereby, including
the Merger, taken together, advisable and fair to, and in the best interests
of, the Parent and its shareholders and (ii) recommend that the shareholders of
Parent approve the Capital Increase. The Parent Board has directed that the
Capital Increase be submitted to the shareholders of Parent for their approval.

Section 4.03. Governmental Authorization.

The execution, delivery and performance by Parent of this Agreement, and the
consummation by Parent and Merger Subsidiary of the transactions contemplated
hereby require no action, by or in respect of, or filing

17
<PAGE>

with, any Governmental Authority other than: (a) the filing of the Certificate
of Merger with respect to the Merger with the Secretary of State of the State
of Delaware and appropriate documents with the relevant authorities of other
states in which Merger Subsidiary is qualified to do business; (b) compliance
with any applicable requirements of the HSR Act and the EU Merger Regulations
or any foreign laws governing competition, antitrust, investment or exchange
control; (c) compliance with any applicable requirements of the 1933 Act; (d)
compliance with any applicable requirements of the 1934 Act; (e) compliance
with applicable requirements of the Conseil des Marches Financiers (the "CMF")
and the Commission des Operations de Bourse (the "COB") relating to the Parent
Shares to be issued in connection with the issuance of Parent ADSs pursuant to
this Agreement and compliance with any other applicable French securities or
takeover laws and regulations; (f) those that may be required solely by reason
of the Company's (as opposed to any other third party's) participation in the
transactions contemplated by this Agreement; (g) actions or filings which, if
not taken or made, and consents, authorizations or orders which, if not
obtained, would not, individually or in the aggregate, have a Material Adverse
Effect on Parent; and (h) filings and notices not required to be made or given
until after the Effective Time.

Section 4.04. Non-Contravention.

Except as set forth on Section 4.04 of the Parent Disclosure Schedule, the
execution, delivery and performance by Parent of this Agreement do not, and the
consummation by Parent and Merger Subsidiary of the transactions contemplated
hereby will not: (a) assuming the Parent Requisite Vote is obtained, contravene
or conflict with the statuts, certificate of incorporation, bylaws or similar
organizational documents of Parent or any of its Significant Subsidiaries; (b)
assuming compliance with the matters referred to in Section 4.03, contravene or
conflict with or constitute a violation of any provision of any law,
regulation, judgment, injunction, order or decree binding upon or applicable to
Parent or Merger Subsidiary; (c) constitute a default (or an event which with
notice, the lapse of time or both would become a default) under or give rise to
a right of termination, cancellation or acceleration of any right or obligation
of Parent or Merger Subsidiary or to a loss of any benefit to which Parent or
Merger Subsidiary is entitled under any provision of any agreement, contract or
other instrument binding upon Parent or Merger Subsidiary and which either has
a term of more than one year or involves the payment or receipt of money in
excess of $1,000,000 or any license, franchise, permit or other similar
authorization held by Parent or Merger Subsidiary; or (d) result in the
creation or imposition of any Lien on any asset of Parent or Merger Subsidiary,
except for such contraventions, conflicts or violations referred to in clause
(b) or defaults, rights of termination, cancellation or acceleration, losses or
Liens referred to in clause (c) or (d) that would not, individually or in the
aggregate, have a Material Adverse Effect on Parent.

Section 4.05. Capitalization of Parent.

(a) As of the close of business on December 31, 1999, 7,294,478 ordinary
shares, nominal value 8 Euros per share, of Parent (the "Parent Shares") were
issued and outstanding, and 300,000 Parent Shares were held in Parent's
treasury and reserved for grants under option and other stock-based plans. All
the outstanding shares of Parent's capital stock are, and all shares which may
be issued pursuant to Parent option plans will be, when issued in accordance
with the respective terms thereof, duly authorized, validly issued, fully paid
and non-assessable. Except (i) as set forth in this Section 4.05, (ii) for
980,415 bonds of Parent convertible or exchangeable for 980,415 Parent Shares,
and (iii) for 5,696,261 warrants to purchase an aggregate of 284,813 Parent
Shares, as of December 31, 1999 there were outstanding (x) no shares of capital
stock or other voting securities of Parent, (y) no securities of Parent
convertible into or exchangeable for shares of capital stock or voting
securities of Parent, and (z) no options, warrants or other rights to acquire
from Parent, and no preemptive or similar rights, subscriptions or other
rights, convertible securities, agreements, arrangements or commitments of any
character, relating to the capital stock of Parent, obligating Parent to issue,
transfer or sell, any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of
Parent or obligating Parent to grant, extend or enter into any such option,
warrant, subscription or other right, convertible security, agreement,
arrangement or commitment (including equity equivalents or stock appreciation
rights) (the items in clauses (x), (y) and (z) being referred to collectively
as the "Parent

18
<PAGE>

Securities"). None of Parent or its Subsidiaries has any contractual obligation
to redeem, repurchase or otherwise acquire any Parent Securities or any
securities of any Parent Subsidiary, including as a result of the transactions
contemplated by this Agreement.

(b) There are no voting trusts or other agreements or understandings to which
Parent or any of its Subsidiaries is a party with respect to the voting of the
capital stock of Parent or any of its Subsidiaries.

Section 4.06. COB Filings.

As of its filing date, each report, schedule, form, statement or other
document filed by Parent with the COB since September 30, 1998 (the "Parent COB
Documents") (i) did not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except to the extent that such statements have been modified or superseded by a
later filed Parent COB Document and (ii) complied in all material respects with
applicable French law relating to securities and stock exchanges and the
applicable rules and regulations promulgated thereunder.

Section 4.07. Financial Statements.

The audited consolidated financial statements and consolidated interim
financial statements of Parent included in the Parent COB Documents have been
prepared in accordance with applicable French statutory and regulatory
requirements applied on a consistent basis during the periods involved (except
as may be indicated in the notes thereto) and fairly present the consolidated
financial position of Parent and its consolidated Subsidiaries as of the dates
thereof and their consolidated results of operations and cash flows for the
periods then ended.

Section 4.08. Disclosure Documents.

(a) The Registration Statement on Form F-4 of Parent (the "Form F-4") to be
filed under the 1933 Act relating to the registration of Parent ADSs (including
the Parent Shares underlying such Parent ADSs) in the Merger required to be
filed with the SEC in connection with the issuance of Parent ADSs pursuant to
the Merger and any amendments or supplements thereto, will, when filed, subject
to the last sentence of Section 4.08(b), comply as to form in all material
respects with the applicable requirements of the 1933 Act and the 1934 Act.

(b) The proxy statement or other materials of Parent to be filed with the
applicable regulatory authorities in connection with the Parent Shareholder
Meeting, and any amendment or supplement thereto, (i) will not, at the date the
proxy materials are first distributed or published or at the time the holders
of Parent Shares vote on the Capital Increase, contain any untrue statement of
a material fact necessary in order to make the statements therein, in light of
the circumstances in which they were made, not misleading, and (ii) will comply
in all material respects with applicable French law relating to securities and
stock exchanges and the applicable rules and regulations thereunder. No
representation or warranty is made by Parent in this Section 4.08 with respect
to statements made or incorporated by reference therein based on information
supplied by the Company for inclusion or incorporation by reference therein.

(c) Neither the Form F-4 nor any amendment or supplement thereto will at the
time it becomes effective under the 1933 Act or at the Effective Time contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. No representation or warranty is made by Parent in this Section
4.08 with respect to statements made or incorporated by reference therein based
on information supplied by the Company for inclusion or incorporation by
reference therein.

Section 4.09. Information Supplied.

None of the information supplied by Parent or to be supplied by Parent for
inclusion or incorporation by reference in the Company Proxy Statement or any
amendment or supplement thereto will, at the date the

19
<PAGE>

Company Proxy Statement or any amendment or supplement thereto is first mailed
to shareholders of the Company and at the time such shareholders vote on the
adoption and approval of this Agreement and the transactions contemplated
hereby, contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

Section 4.10. Absence of Certain Changes. Except as disclosed in the Parent
COB Documents filed prior to the date of this Agreement, as disclosed in
Section 4.10 of the Parent Disclosure Schedule or as would not have a Material
Adverse Effect on Parent, since June 30, 1999, Parent and its Subsidiaries have
conducted their business in the ordinary course consistent with past practice,
and there has not been:

(a) any event, occurrence, development, change or circumstance which has
had or would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect on Parent;

(b) any declaration, setting aside or payment of any dividend or other
distribution with respect to any shares of capital stock of Parent (other
than payment of Parent's regular cash dividend on the Parent Shares) or any
repurchase, redemption or other acquisition by Parent of any amount of
outstanding shares of capital stock or other equity securities of, or other
ownership interests in, Parent, except as permitted pursuant to Section
5.02(b);

(c) any amendment of any term of any outstanding security of Parent that
would materially increase the obligations of Parent under such security; or

(d) any material change in any method of accounting or accounting
principles or practice by Parent or any of its Subsidiaries, except for any
such change required by reason of a change in or reconciliation with GAAP.

Section 4.11. No Undisclosed Material Liabilities. There have been no
liabilities or obligations (whether pursuant to contracts or otherwise) of any
kind whatsoever incurred by Parent or any of its Subsidiaries since June 30,
1999, whether accrued, contingent, absolute, determined, determinable or
otherwise, other than:

(a) liabilities or obligations (i) disclosed in the Parent COB Documents
filed prior to the date hereof or (ii) disclosed in Section 4.11 of the
Parent Disclosure Schedule;

(b) liabilities or obligations which, individually and in the aggregate,
have not had and would not have a Material Adverse Effect on Parent; or

(c) liabilities or obligations under this Agreement or incurred directly
in connection with the transactions contemplated hereby.

Section 4.12. Litigation. Except as disclosed in the Parent COB Documents
filed prior to the date hereof or in Section 4.12 of the Parent Disclosure
Schedule, there is no action, suit, investigation or proceeding pending
against, or to the knowledge of Parent, threatened against or affecting, Parent
or any of its Subsidiaries or any of their respective properties which,
individually or in the aggregate, would have a Material Adverse Effect on
Parent.

Section 4.13. Compliance with Laws. Neither Parent nor any of its
Subsidiaries is in violation of any statute, law, ordinance, regulation, rule,
judgment, decree, order, writ, injunction, permit or license or other
authorization or approval of any Governmental Authority applicable to its
business or operations, except for violations and failures to comply that would
not, individually or in the aggregate, result in a Material Adverse Effect on
Parent.

Section 4.14. No Default. None of Parent or any of its Subsidiaries is in
default or violation of any term, condition or provision of its respective
certificate of incorporation or by-laws or similar organizational documents.
Parent has all permits and licenses necessary to carry on the business
conducted by it as of the date hereof, except where the failure to have such
permit or license would not, individually or in the aggregate, have a Material
Adverse Effect on Parent.

20
<PAGE>

Section 4.15. Finders' Fees. Except for J.P. Morgan, no investment banker,
broker, finder, other intermediary or similar person is entitled to any fee or
commission from Parent or any of its Subsidiaries upon consummation of the
transactions contemplated by this Agreement.

Section 4.16. Merger Subsidiary. Merger Subsidiary is a newly-formed direct
wholly-owned Subsidiary of Parent that has engaged in no business activities
other than as specifically contemplated by this Agreement.

ARTICLE 5

Covenants

Section 5.01. Conduct of the Company.

The Company covenants and agrees that, from the date hereof until the Effective
Time, except as expressly provided otherwise in this Agreement, including
Section 5.01 of the Company Disclosure Schedule hereto, the Company and its
Subsidiaries shall conduct their business in the ordinary course consistent
with past practice and shall use their reasonable best efforts to preserve
intact their business organizations and relationships with customers,
suppliers, creditors and business partners and shall use their reasonable best
efforts to keep available the services of their present officers and employees.
Without limiting the generality of the foregoing, from the date hereof until
the Effective Time, without the prior written approval of Parent (which
approval shall not be unreasonably withheld):

(a) The Company will not adopt or propose any change in its certificate
of incorporation or any material change in its bylaws;

(b) The Company will not, and will not permit any of its Subsidiaries to,
adopt a plan or agreement of complete or partial liquidation, dissolution,
merger, consolidation, restructuring, recapitalization or other material
reorganization of the Company or any of its Subsidiaries (other than a
liquidation or dissolution of any Subsidiary or a merger or consolidation
between wholly owned Subsidiaries);

(c) The Company will not, and will not permit any of its Subsidiaries to,
make any investment in or acquisition of any business of any person or any
material amount of assets (other than inventory), except for (i)
acquisitions for cash not to exceed $500,000 per acquisition or $5,000,000
in the aggregate and (ii) any capital expenditure permitted by Section
5.01(i);

(d) The Company will not, and will not permit any of its Subsidiaries to,
sell, lease, license, close, shut down or otherwise dispose of any assets
(other than inventory), except (i) pursuant to existing contracts or
commitments listed on Section 5.01 of the Company Disclosure Schedule or
(ii) sales, leases, licenses, closings, shutdowns or other dispositions of
assets in the ordinary course of business consistent with past practice;

(e) The Company will not, and will not permit any of its Subsidiaries to,
split, combine or reclassify any shares of its capital stock, declare, set
aside or pay any dividend or other distribution payable in cash, stock or
property with respect to its capital stock (or otherwise make any payments
to stockholders in their capacity as such) other than dividends paid by any
Subsidiary of the Company to the Company or any other Subsidiary of the
Company;

(f) The Company will not, and will not permit any of its Subsidiaries to,
issue, sell, transfer, pledge, dispose of or encumber any additional shares
of, or securities convertible into or exchangeable for, or options,
warrants, calls, commitments or rights of any kind to acquire any shares
of, capital stock of any class or series of the Company or its Subsidiaries
(or any equity equivalents), other than (i) issuances pursuant to the
exercise of stock-based awards or options under the plans described in
Section 3.05(a) outstanding on the date hereof, (ii) issuances by any
Subsidiary of the Company to the Company or any other Subsidiary of the
Company and (iii) issuances of options to purchase shares of Common Stock

21
<PAGE>

granted to newly hired employees in accordance with the Company's past
practice covering the issuance of not more than an aggregate of 300,000
shares of Company Common Stock and not more than 75,000 shares of Company
Common Stock to any single individual;

(g) The Company will not, and will not permit any of its Subsidiaries to,
redeem, purchase or otherwise acquire directly or indirectly any of the
Company's capital stock;

(h) Except in connection with investments or acquisitions permitted by
Section 5.01(c), the Company will not, and will not permit any of its
Subsidiaries to, (i) enter into (or commit to enter into) any new lease
(except pursuant to commitments for such lease existing as of the date
hereof and leases in the ordinary course of business provided for in the
budgets adopted by the Company and its Subsidiaries and furnished to Parent
prior to the date of this Agreement) or (ii) purchase or acquire or enter
into any agreement to purchase or acquire any real estate (except pursuant
to commitments existing as of the date hereof);

(i) The Company will not, and will not permit any of its Subsidiaries to,
make or commit to make any capital expenditure (including for information
systems) except for capital expenditure projects or items not exceeding
$150,000 per project or item or $1,200,000 in the aggregate and those
projects or items committed to or set forth in the capital budgets adopted
by the Company and its Subsidiaries and furnished to Parent prior to the
date of this Agreement;

(j) The Company will not, and will not permit any of its Subsidiaries to,
enter into, adopt, amend or terminate any bonus, profit sharing,
compensation, severance, termination, stock option, stock appreciation
right, restricted stock, performance unit, stock equivalent, stock purchase
agreement, pension, retirement, deferred compensation, employment,
severance or other employee benefit agreement, trust, plan, fund, award or
other arrangement for the benefit or welfare of any director, officer or
employee in any manner, or (except for normal increases in the ordinary
course of business consistent with past practice that, in the aggregate, do
not result in a material increase in benefits or compensation expense to
the Company or any of its Subsidiaries) increase in any manner the
compensation or fringe benefits of any director, officer or employee or pay
any benefit not required by any plan and arrangement as in effect as of the
date hereof (including, without limitation, the granting of stock
appreciation rights or performance units);

(k) The Company will not, and will not permit any of its Subsidiaries to,
(i) incur or assume any indebtedness for borrowed money or issue any debt
securities, except for borrowings (A) under lines of credit existing on the
date hereof and (B) in the ordinary course of business consistent with past
practice not in excess of $5,000,000 in the aggregate; (ii) assume,
guarantee, endorse or otherwise become liable or responsible (whether
directly, contingently or otherwise) for the obligations of any other
person, except for obligations incurred in the ordinary course of business
consistent with past practice not in excess of $500,000 in the aggregate,
and except for obligations of wholly owned Subsidiaries of the Company;
(iii) make any loans, advances or capital contributions to, or investments
in, any other person (other than to wholly owned Subsidiaries of the
Company or customary loans or advances to employees in the ordinary course
of business consistent with past practice and in amounts not material to
the maker of such loan or advance); (iv) pledge or otherwise encumber
shares of capital stock of the Company or its Subsidiaries, except pursuant
to the terms of credit facilities existing on the date hereof; or (v)
mortgage or pledge any of its material assets, tangible or intangible, or
create or suffer to exist any material lien or encumbrance thereupon,
except pursuant to the terms of credit facilities existing on the date
hereof;

(l) The Company will not, and will not permit any of its Subsidiaries to,
change any of the accounting principles or practices used by it, except as
may be required as a result of a change in law or in generally accepted
accounting principles;

(m) The Company will not, and will not permit any of its Subsidiaries to,
revalue in any material respect any of its assets, including, without
limitation, writing down the value of inventory or writing-off notes or
accounts receivable, other than in the ordinary course of business;

22
<PAGE>

(n) The Company will not, and will not permit any of its Subsidiaries to,
make or revoke any tax election or settle or compromise any tax liability
material to the Company or any of its Subsidiaries taken as a whole or
change (or make a request to any taxing authority to change) any material
aspect of its method of accounting for tax purposes;

(o) The Company will not, and will not permit any of its Subsidiaries to,
pay, discharge or satisfy any material claims, liabilities or obligations
(absolute, accrued, asserted or unasserted, contingent or otherwise), other
than the payment, discharge or satisfaction in the ordinary course of
business consistent with past practice of liabilities reflected or reserved
against in, or contemplated by, the Company Balance Sheet (or the notes
thereof) of the Company or its Subsidiaries or incurred in the ordinary
course of business consistent with past practice and the payment, discharge
and satisfaction of all obligations under the Company's existing bank
credit facility prior to or concurrently with the Effective Time;

(p) The Company will not, and will not permit any of its Subsidiaries to,
settle or compromise any pending or threatened suit, action or claim
relating to the transactions contemplated hereby;

(q) The Company will not, and will not permit any of its Subsidiaries to,
agree or commit to do any of the foregoing; and

(r) The Company will not, and will not permit any of its Subsidiaries to
take or agree or commit to take any action that would make any
representation and warranty of the Company hereunder inaccurate in any
material respect at, or as of any time prior to, the Effective Time.

Section 5.02. Conduct of Parent.

(a) From the date hereof until the Effective Time, except as expressly
provided otherwise in this Agreement, Parent will not, and will not permit any
of its Subsidiaries to, take or agree or commit to take any action that would
make any representation and warranty of Parent hereunder inaccurate in any
material respect at, or as of any time prior to, the Effective Time.

(b) Notwithstanding anything to the contrary contained herein, prior to the
date the Company Proxy Statement (as defined in Section 5.03(c)) is first
mailed to the shareholders of the Company, Parent shall be permitted, in
accordance with applicable law, to repurchase, redeem or otherwise acquire
outstanding shares of capital stock, or other equity securities of, or other
ownership interests in, Parent. Parent shall, upon notice from the Company,
suspend any such repurchase, redemption or other acquisition, for a period of
up to two trading days following each such notice, in the event that the
Company determines that such repurchase, redemption or other acquisition could
reasonably be expected to have an adverse effect on the Exchange Ratio from the
standpoint of a holder of shares of SNC Common Stock.

Section 5.03. Shareholder Meetings; Proxy Materials; Registration Statement.

(a) The Company shall cause a meeting of its shareholders (the "Company
Shareholder Meeting") to be duly called and held as soon as reasonably
practicable after the date of this Agreement for the purpose of voting on the
approval and adoption of this Agreement (the "Company Shareholder Approval").
Except as provided in Section 5.05(c), the Company Board shall recommend
approval and adoption of this Agreement by the Company's shareholders. In
connection with the Company Shareholder Meeting, the Company will use its
reasonable best efforts, subject to the immediately preceding sentence, to
obtain the Company Shareholder Approval and otherwise comply with all legal
requirements applicable to such meeting.

(b) Parent shall cause a meeting of its shareholders (the "Parent Shareholder
Meeting") to be duly called and held as soon as reasonably practicable after
the date of this Agreement for the purpose of voting on the Capital Increase
(the "Parent Shareholder Approval"). The Parent Board shall recommend approval
and adoption of the Capital Increase. In connection with the Parent Shareholder
Meeting, Parent will (x) promptly prepare and file with the applicable
regulatory authorities any proxy statement or other materials necessary for
such meeting, (y) use its reasonable best efforts to obtain the Parent
Shareholder Approval and (z) otherwise comply with all legal requirements
applicable to such meeting.

23
<PAGE>

(c) Parent shall promptly prepare and file with the SEC the Form F-4,
containing a proxy statement (such proxy statement being the "Company Proxy
Statement") as part of a prospectus, in connection with (i) the registration
under the 1933 Act of the Parent ADSs (including the Parent Shares underlying
the Parent ADSs) issuable in connection with the Merger, (ii) the vote of the
shareholders of the Company with respect to the Merger, and (iii) the other
transactions contemplated by this Agreement. Parent agrees to provide the
Company with an opportunity to review and comment on the Form F-4 and the
Company Proxy Statement before filing. Parent agrees promptly to provide the
Company with copies of all correspondence from and all responsive
correspondence to the SEC regarding the Form F-4 and the Company Proxy
Statement. Parent agrees promptly to notify the Company of all stop orders or
threatened stop orders of which it becomes aware with respect to the Form F-4
and of the occurrence of any event prior to the Effective Time relating to
Parent or its affiliates or any of its or their respective officers or
directors discovered by Parent which should be set forth in an amendment to the
Form F-4 or a supplement to the Company Proxy Statement. Subject to the terms
and conditions of this Agreement, each of Parent and the Company shall use its
reasonable best efforts to have or cause the Form F-4 to become effective under
the 1933 Act as promptly as practicable after the Form F-4 is filed, and shall
take any action required to be taken under any applicable federal or state
securities laws in connection with the issuance of Parent ADSs in the Merger.
Each of Parent and the Company shall furnish all information concerning it and
the holders of its capital stock as the other may reasonably request in
connection with such actions. As promptly as practicable after the Form F-4
shall have become effective, the Company shall mail the Company Proxy Statement
to its shareholders, and the Company shall comply with the proxy solicitation
rules and regulations under the 1934 Act in connection with the solicitation of
such shareholders. If at any time prior to the Effective Time any event or
circumstance relating to the Company or any of its affiliates, or its or their
respective officers or directors, should be discovered by the Company which
should be set forth in an amendment to the Form F-4 or a supplement to the
Company Proxy Statement, the Company shall promptly inform Parent.

(d) Parent shall promptly prepare and cause the depositary to file with the
SEC a registration statement on Form F-6 (the "Form F-6") with respect to the
registration of the Parent ADSs under the 1933 Act and use its reasonable best
efforts to have the Form F-6 declared effective as promptly as practicable.

Section 5.04. Access to Information.

(a) To the extent permitted by applicable law, from the date hereof until the
Effective Time, the Company will give Parent, its counsel, financial advisors,
auditors and other authorized representatives reasonable access during normal
business hours to the offices, properties, books and records of the Company and
its Subsidiaries, will furnish to Parent, its counsel, financial advisors,
auditors and other authorized representatives such financial and operating data
and other information as such persons may reasonably request and will instruct
the Company's employees, auditors, counsel and financial advisors to cooperate
with Parent in its investigation of the business of the Company and its
Subsidiaries; provided that no investigation pursuant to this Section shall
affect any representation or warranty given by the Company to Parent hereunder.
The foregoing information shall be held in confidence to the extent required
by, and in accordance with, the provisions of the letter agreement dated
January 4, 2000, executed by Parent and the Company (the "Parent
Confidentiality Agreement").

(b) To the extent permitted by applicable law, from the date hereof until the
Effective Time, Parent will furnish to the Company such financial and other
data that the Company may reasonably request; provided that no investigation
pursuant to this Section shall affect any representation or warranty given by
Parent to the Company hereunder. Such information shall be held in confidence
to the extent required by, and in accordance with, the letter agreement dated
February 17, 2000 executed by the Company and Parent (the "Company
Confidentiality Agreement").

Section 5.05. No Solicitation.

(a) From the date hereof until the termination hereof, the Company agrees
that neither it nor any of its Subsidiaries nor any of the officers or
directors of it or any of its Subsidiaries shall, and that it shall direct and
use its best reasonable efforts to cause its and its Subsidiaries' officers,
directors, employees, investment

24
<PAGE>

bankers, consultants and other agents not to, directly or indirectly, take any
action to solicit, initiate, encourage or facilitate the making of any
Acquisition Proposal or any inquiry with respect thereto or engage in
discussions or negotiations with any person with respect thereto, or disclose
any non-public information relating to the Company or any of its Subsidiaries,
as the case may be, or afford access to the properties, books or records of the
Company or any of its Subsidiaries to any person that has made any Acquisition
Proposal; provided, that nothing contained in this Section 5.05 shall prevent
the Company, after providing prior notice thereof to Buyer that it is taking
such action, from furnishing non-public information to, or entering into
discussions or negotiations with, any person in connection with an unsolicited
bona fide Acquisition Proposal received from such person that the Company Board
determines in good faith could lead to a Superior Proposal, so long as (i) the
Company has received prior to the date hereof an executed confidentiality
agreement or prior to furnishing non-public information to, or entering into
discussions or negotiations with, such person, the Company receives from such
person an executed confidentiality agreement with terms no less favorable to
the Company than those contained in the Parent Confidentiality Agreement and
(ii) the Company Board determines in good faith, based on such matters that it
deems relevant, including the advice of independent legal counsel, that such
action is necessary for the Company Board to comply with its fiduciary duties
to the Company's shareholders under applicable law; provided, further, that
nothing contained in this Agreement shall prevent the Company or its board of
directors from complying with Rule 14e-2 or 14d-9 under the 1934 Act with
regard to an Acquisition Proposal.

(b) The Company will (i) promptly (and in no event later than 48 hours after
the receipt of any Acquisition Proposal) notify (which notice shall be provided
orally and in writing and shall identify the person making such Acquisition
Proposal and set forth the material terms thereof) Parent after receipt of any
Acquisition Proposal or any request for nonpublic information relating to the
Company or any of its Subsidiaries or for access to the properties, books or
records of the Company or any of its Subsidiaries by any person that may be
considering making, or has made, an Acquisition Proposal, and (ii) keep Parent
informed on a current basis of the status and content of any discussions or
negotiations with any third party regarding any Acquisition Proposal. The
Company will, and will cause the other applicable persons listed in the first
sentence of Section 5.05(a) to, immediately cease and cause to be terminated
all discussions and negotiations, if any, that have taken place prior to the
date hereof with any parties with respect to any Acquisition Proposal.

(c) Except as set forth in this Section 5.05(c), the Company Board shall not
(i) withdraw or modify, or propose publicly to withdraw or modify, in a manner
adverse to Parent, its approval or recommendation of this Agreement, or any of
the transactions contemplated hereby, including the Merger, (ii) approve or
recommend, or propose publicly to approve or recommend, any Acquisition
Proposal, or (iii) cause the Company to enter into any agreement (including,
without limitation, any letter of intent but excluding any confidentiality
agreement) with respect to any Acquisition Proposal. Notwithstanding the
foregoing, if the Company Board, after consultation with and based upon the
advice of independent legal counsel, determines in good faith that it is
necessary to do so in order to comply with its fiduciary duties under
applicable law, it may (i) withdraw or modify, or propose publicly to withdraw
or modify, in a manner adverse to Parent, its approval and recommendation of
this Agreement, or any of the transactions contemplated hereby, including the
Merger, (ii) approve or recommend, or propose publicly to approve or recommend,
a Superior Proposal or (iii) cause the Company to enter into an agreement with
respect to a Superior Proposal, but in the case of clause (iii) only after the
expiration of three (3) business days after the date on which the Company
provides written notice (a "Notice of Superior Proposal") to Parent advising
that the Company Board has received a Superior Proposal, specifying the terms
and conditions of such Superior Proposal and identifying the person making such
Superior Proposal; provided, that prior to or concurrently with entering into
an agreement (including a letter of intent) with respect to a Superior
Proposal, the Company shall terminate this Agreement pursuant to Section
7.01(d)(i).

For purposes of this Agreement, "Acquisition Proposal" means any offer or
proposal for, or any indication of interest in, a merger or other business
combination involving the Company or any of its Subsidiaries, or the
acquisition of any equity interest in, or a substantial portion of the assets
of, or any tender offer or exchange offer that, if consummated, would result in
any person beneficially owning 20% or more of any class of equity securities
of, the Company or any of its Subsidiaries, other than the transactions
contemplated by this

25
<PAGE>

Agreement and other than an offer for a bona fide de minimis equity interest,
or for an amount of assets not material to the Company and its Subsidiaries
taken as a whole, that the Company has no reason to believe would lead to a
Change of Control of the Company (or to the acquisition of a substantial
portion of the assets of the Company and its Subsidiaries). For purposes of
this Agreement, "Superior Proposal" means any bona fide Acquisition Proposal
(i) on terms that the Company Board determines in its good faith judgment
(based on the advice of a financial advisor of nationally recognized
reputation, taking into account all the terms and conditions of the Acquisition
Proposal, including any break-up fees, expense reimbursement provisions and
conditions to consummation) are more favorable to the Company's shareholders
than this Agreement and the Merger taken as a whole, (ii) for which financing,
to the extent required, is then fully committed or reasonably determined to be
available by the Company Board, and (iii) pursuant to which no less than 100%
of the SNC Common Stock (or a corresponding amount of the assets of the Company
and its Subsidiaries) is proposed to be acquired. For purposes of this
Agreement, "Change of Control" means any event or occurrence, or series of
related events or occurrences, pursuant to which 20% or more of the voting
power of the Company is acquired by a third party or group acting in concert in
connection with the transactions contemplated by any Acquisition Proposal.

Section 5.06. Notice of Certain Events.

(a) The Company and Parent shall promptly notify each other of:

(i) any notice or other communication from any person alleging that the
consent of such person is or may be required in connection with the
transactions contemplated by this Agreement; and

(ii) any notice or other communication from any Governmental Authority in
connection with the transactions contemplated by this Agreement.

(b) The Company shall promptly notify Parent of any actions, suits, claims,
investigations or proceedings commenced or, to its knowledge, threatened
against, relating to or involving or otherwise affecting the Company or any of
its Subsidiaries which, if pending on the date of this Agreement, would have
been required to have been disclosed pursuant to Section 3.13 or which relate
to the consummation of the transactions contemplated by this Agreement.

(c) Parent shall promptly notify the Company of any actions, suits, claims,
investigations or proceedings commenced or, to its knowledge, threatened
against, relating to or involving or otherwise affecting Parent or any
Subsidiary of Parent which, if pending on the date of this Agreement, would
have been required to have been disclosed pursuant to Section 4.12 or which
relate to the consummation of the transactions contemplated by this Agreement.

Section 5.07. Reasonable Best Efforts.

(a) Subject to the terms and conditions of this Agreement, each party will
use its reasonable best efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate the Merger and the other
transactions contemplated by this Agreement. In furtherance and not in
limitation of the foregoing, each party hereto agrees to (i) make an
appropriate filing of a Notification and Report Form pursuant to the HSR Act
with respect to the transactions contemplated hereby as promptly as practicable
and in any event within ten (10) business days of the date hereof and to supply
as promptly as practicable any additional information and documentary material
that may be requested pursuant to the HSR Act and to take all other actions
reasonably necessary to cause the expiration or termination of the applicable
waiting periods under the HSR Act as soon as practicable and (ii) make
appropriate filings required under any other applicable Antitrust Laws (as
defined below) as promptly as practicable and in any event within fifteen (15)
business days of the date hereof.

(b) Each of Parent and the Company shall, in connection with the efforts
referenced in Section 5.07(a) to obtain all requisite approvals and
authorizations for the transactions contemplated by this Agreement under the
HSR Act or any other Antitrust Law, use its reasonable best efforts to (i)
cooperate in all respects with each other in connection with any filing or
submission and in connection with any investigation or other inquiry, including
any proceeding initiated by a private party; (ii) keep the other party informed
in all material respects of any material communication received by such party
from, or given by such party to, the Federal Trade

26
<PAGE>

Commission (the "FTC"), the Antitrust Division of the Department of Justice
(the "DOJ") or any other Governmental Authority and of any material
communication received or given in connection with any proceeding by a private
party, in each case regarding any of the transactions contemplated hereby; and
(iii) permit the other party to review any material communication given by it
to, and consult with each other in advance of any meeting or conference with,
the FTC, the DOJ or any such other Governmental Authority or, in connection
with any proceeding by a private party, with any other person, and to the
extent permitted by the FTC, the DOJ or such other applicable Governmental
Authority or other person, give the other party the opportunity to attend and
participate in such meetings and conferences. For purposes of this Agreement,
"Antitrust Law" means the Sherman Act, as amended, the Clayton Act, as amended,
the HSR Act, the Federal Trade Commission Act, as amended, the EU Merger
Regulations and all other federal, state and foreign, if any, statutes, rules,
regulations, orders, decrees, administrative and judicial doctrines and other
laws that are designed or intended to prohibit, restrict or regulate actions
having the purpose or effect of monopolization or restraint of trade or
lessening of competition through merger or acquisition.

(c) In furtherance and not in limitation of the covenants of the parties
contained in Sections 5.07(a) and (b), each of Parent and the Company shall use
its reasonable best efforts to resolve such objections if any, as may be
asserted with respect to the transactions contemplated hereby under any
Antitrust Law. In connection with the foregoing, if any administrative or
judicial action or proceeding, including any proceeding by a private party, is
instituted (or threatened to be instituted) challenging any transaction
contemplated by this Agreement as violative of any Antitrust Law, each of
Parent and the Company shall cooperate in all respects with each other and use
its respective reasonable best efforts to contest and resist any such action or
proceeding and to have vacated, lifted, reversed or overturned any decree,
judgment, injunction or other order, whether temporary, preliminary or
permanent, that is in effect and that prohibits, prevents or restricts
consummation of the transactions contemplated by this Agreement.
Notwithstanding the foregoing or any other provision of this Agreement, nothing
in this Section 5.07 shall limit a party's right to terminate this Agreement
pursuant to Section 7.01(b)(i) or 7.01(c) so long as such party has up to then
complied in all material respects with its obligations under this Section 5.07.

(d) If any objections are asserted with respect to the transactions
contemplated hereby under any Antitrust Law or if any suit is instituted by any
Governmental Authority or any private party challenging any of the transactions
contemplated hereby as violative of any Antitrust Law, each of Parent and the
Company shall use its reasonable best efforts to resolve any such objections or
challenge as such Governmental Authority or private party may have to such
transactions under such Antitrust Law so as to permit consummation of the
transactions contemplated by this Agreement; provided, however, that in no
event shall Parent be required to hold separate (including by establishing a
trust or otherwise) or to sell or otherwise dispose of operations of Parent
(and its Subsidiaries) and/or the Surviving Corporation (and its Subsidiaries).

(e) In the event any of the conditions set forth in Section 6.01(f), 6.02(b)
or 6.03(b) are not capable of fulfillment prior to the End Date, the parties
shall, if requested by the Company, waive any such conditions and effect such
modifications to the relevant security holder disclosure and solicitation
materials as may reasonably be requested by the Company to reflect the Merger
as a taxable transaction to the Company's shareholders.

Section 5.08. Cooperation.

Without limiting the generality of Section 5.07, Parent and the Company shall
together, or pursuant to an allocation of responsibility to be agreed between
them, coordinate and cooperate (i) in connection with the preparation of the
Company Proxy Statement and the Form F-4, (ii) in determining whether any
action by or in respect of, or filing with, any Governmental Authority is
required, or any actions, consents, approvals or waivers are required to be
obtained from parties to any material contracts, in connection with the
consummation of the transactions contemplated by this Agreement, and (iii) in
seeking any such actions, consents, approvals or waivers or making any such
filings, furnishing information required in connection therewith or with the
Company Proxy Statement or the Form F-4 and seeking timely to obtain any such
actions, consents, approvals or waivers.

27
<PAGE>

Section 5.09. Public Announcements.

So long as this Agreement is in effect, Parent and the Company will consult
with each other before issuing any press release or making any SEC or COB
filing or other public statement with respect to this Agreement or the
transactions contemplated hereby and, except as may be required by applicable
law or the requirements of any securities exchange, will not issue any such
press release or make any such SEC filing or other public statement prior to
such consultation and providing the other party with a reasonable opportunity
to comment thereon.

Section 5.10. Further Assurances.

At and after the Effective Time, the officers and directors of the Surviving
Corporation will be authorized to execute and deliver, in the name and on
behalf of the Company or Merger Subsidiary, any deeds, bills of sale,
assignments or assurances and to take and do, in the name and on behalf of the
Company or Merger Subsidiary, any other actions and things to vest, perfect or
confirm of record or otherwise in the Surviving Corporation any and all right,
title and interest in, to and under any of the rights, properties or assets of
the Company acquired or to be acquired by the Surviving Corporation as a result
of, or in connection with, the Merger.

Section 5.11. Affiliates.

Prior to the Closing Date, the Company shall cause to be delivered to Parent
a letter identifying, to the best of the Company's knowledge, all persons who
are, at the time of the Company Shareholder Meeting described in Section
5.03(a), deemed to be "affiliates" for purposes of Rule 145 under the 1933 Act
(the "Affiliates"). The Company shall use its reasonable best efforts to cause
each person who is so identified as an Affiliate to deliver to Parent on or
prior to the Closing Date a letter agreement substantially in the form of
Exhibit C to this Agreement.

Section 5.12. Director and Officer Liability.

From and after the Effective Time, Parent shall, or shall cause the Surviving
Corporation to, indemnify each person who is now, or has been at any time prior
to the date hereof, an employee, agent, director or officer of the Company or
of any of its Subsidiaries, its successors and assigns (individually an
"Indemnified Party" and collectively the "Indemnified Parties"), to the fullest
extent such persons can be indemnified by the Company under applicable law with
respect to any claim, liability, loss, damage, judgment, fine, penalty, amount
paid in settlement or compromise, cost or expense (including reasonable fees
and expenses of legal counsel), against any Indemnified Party in his or her
capacity as an employee, agent, officer or director of the Company or its
Subsidiaries, whenever asserted or claimed, based in whole or in part on, or
arising in whole or in part out of, any facts or circumstances occurring at or
prior to the Effective Time whether commenced, asserted or claimed before or
after the Effective Time, including, without limitation, liability arising
under the 1933 Act, the 1934 Act or state law; provided, however, that the
Surviving Corporation shall not be liable for any settlement or compromise
effected without its written consent (which shall not be unreasonably
withheld). In the event of any claim, liability, loss, damage, judgment, fine,
penalty, amount paid in settlement or compromise, cost or expense indemnified
pursuant to the preceding sentence, Parent shall pay the reasonable fees and
expenses of counsel selected by the Indemnified Parties promptly after
statements are received and otherwise advance to such Indemnified Party upon
request reimbursement of documented expenses reasonably incurred. The
Indemnified Parties as a group may retain only one law firm with respect to
each matter except to the extent there is, in the opinion of counsel to an
Indemnified Party, under applicable standards of professional conduct, a
conflict on any significant issue between positions of any two or more
Indemnified Parties.

Parent shall, or shall cause the Surviving Corporation to, maintain in effect
for not less than six (6) years after the Effective Time the current policies
of directors' and officers' liability insurance maintained by the Company and
its Subsidiaries on the date hereof (provided that Parent may substitute
therefor policies with reputable and financially sound carriers having at least
the same coverage and amounts thereof and containing

28
<PAGE>

terms and conditions which are no less advantageous to the persons currently
covered by such policies as insured) with respect to facts or circumstances
occurring at or prior to the Effective Time; provided that if the aggregate
annual premiums for such insurance during such six-year period shall exceed
300% of the per annum rate of the aggregate premium currently paid by the
Company and its Subsidiaries for such insurance on the date of this Agreement,
then Parent shall cause the Surviving Corporation to, and the Surviving
Corporation shall, provide the most advantageous coverage that shall then be
available at an annual premium equal to 300% of such rate. Parent agrees to pay
all expenses (including fees and expenses of counsel) that may be incurred by
any Indemnified Party in successfully enforcing the indemnity or other
obligations under this Section 5.12. The rights under this Section 5.12 are in
addition to rights that an Indemnified Party may have under the certificate of
incorporation, bylaws, or other similar organizational documents of the Company
or any of its Subsidiaries or the DGCL. The rights under this Section 5.12
shall survive consummation of the Merger and are expressly intended to benefit
each Indemnified Party. Parent agrees to cause the Surviving Corporation and
any of its Subsidiaries (or their successors) to maintain in effect for a
period of six (6) years the provisions of its articles of incorporation or
bylaws or similar organizational documents providing for indemnification of
Indemnified Parties, with respect to facts or circumstances occurring at or
prior to the Effective Time, to the fullest extent provided by law.

Section 5.13. Obligations of Merger Subsidiary.

Parent will take all action necessary to cause Merger Subsidiary to perform
its obligations under this Agreement and to consummate the Merger on the terms
and conditions set forth in this Agreement.

Section 5.14. Listing.

Parent shall use its reasonable best efforts to cause the Parent ADSs to be
issued in connection with the Merger to be approved for listing, subject to
official notice of issuance, on the New York Stock Exchange or the Nasdaq Stock
Market's National Market System, as reasonably determined by Parent in its sole
discretion, on or prior to the day immediately preceding the Closing Date.

Section 5.15. Antitakeover Statutes.

If any Takeover Statute is or may become applicable to the Merger, each of
Parent and the Company shall take such actions as are necessary so that the
transactions contemplated by this Agreement may be consummated as promptly as
practicable on the terms contemplated hereby and otherwise act to eliminate or
minimize the effects of any Takeover Statute on the Merger.

Section 5.16. Tax Treatment.

Each of Parent and the Company shall not take any action and shall not fail
to take any action which action or failure to act would prevent, or would be
reasonably likely to prevent, the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Code.

Section 5.17. Employee Benefits.

(a) Following the Effective Time, Parent shall cause the Surviving
Corporation to (i) honor all obligations under employment or severance
agreements of the Company or its Subsidiaries and (ii) pay all benefits accrued
through the Effective Time under employee benefit plans, programs, policies and
arrangements of the Company or its Subsidiaries in accordance with the terms
thereof. In furtherance and not in limitation of the foregoing, Parent shall
cause the Surviving Corporation to provide, employees of the Company who
continue to be employed by the Surviving Corporation or its Subsidiaries as of
the Effective Time ("Continuing Employees") for a period of not less than two
(2) years following the Effective Time with (A) annual compensation not less
favorable than the annual compensation which they were receiving immediately
prior to the Effective Time, and (B) benefits which, in the aggregate, are no
less favorable than the benefits provided to similarly situated Parent
employees. In addition to the foregoing, for a period of two (2) years
following the Effective Time, Parent shall cause the Surviving Corporation or
its Subsidiaries to establish and maintain a plan to provide severance and
termination benefits to all non-union employees of the Company and its
Subsidiaries which are no less

29
<PAGE>

favorable than the severance and termination benefits provided under the
Company's plans and arrangements in effect as of the date of this Agreement. If
Continuing Employees are included in any benefit plan (including without
limitation, provision for vacation) of Parent or its Subsidiaries, the
Continuing Employees shall receive credit as employees of the Company and its
Subsidiaries for service prior to the Effective Time with the Company and its
Subsidiaries to the same extent such service was counted under similar Company
Benefit Plans for purposes of eligibility, vesting, eligibility for retirement
and, for any Company Benefit Plan that is not a pension benefit plan, benefit
accrual. If Continuing Employees are included in any medical, dental or health
plan other than the plan or plans they participated in as of the Effective
Time, any such plans shall not include pre-existing condition exclusions,
except to the extent such exclusions were applicable under the similar Company
Benefit Plan as of the Effective Time, and shall provide credit for any
deductibles and co-payments applied or made with respect to each Continuing
Employee in the calendar year of the change. The rights under this Section 5.17
shall survive consummation of the Merger and are expressly intended to benefit
each Continuing Employee. Notwithstanding anything contained herein to the
contrary, nothing in this Section 5.17 shall be deemed to be a commitment on
the part of Parent or the Surviving Corporation to provide employment to any
person for any period of time and, except as otherwise provided in this Section
5.17, nothing herein shall be deemed to prevent Parent or the Surviving
Corporation from amending or terminating any Company Benefit Plan in accordance
with its terms.

(b) Upon the Effective Time, the Company's Employee Stock Purchase Plan shall
be terminated with the effect that the then current offering period under such
plan will be terminated effective as of the Effective Time.

Section 5.18. Rule 144 Reporting.

From and after the Effective Time, unless and until each "affiliate" of the
Company (as such term is defined for purposes of paragraphs (c) and (d) of Rule
145 under the Securities Act) has disposed of all Parent ADSs received by it as
Merger Consideration, such shares are permitted to be resold pursuant to Rule
145(d)(3) under the 1933 Act or such shares are covered by an effective
registration statement under Section 5 of the 1933 Act, Parent shall make and
keep "available adequate current public information" (as those terms are
understood and defined in Rule 144 under the 1933 Act) with respect to Parent
and, upon any reasonable request by such an affiliate, provide a statement as
to such availability.

Section 5.19. Comfort Letters.

(a) The Company shall use its reasonable best efforts to cause to be
delivered to Parent "comfort" letters of Arthur Andersen LLP, the Company's
independent public accountants, dated the date on which the F-4 shall become
effective and as of the Effective Time, and addressed to Parent and the
Company, in form and substance reasonably satisfactory to Parent and reasonably
customary in scope and substance for letters delivered by independent public
accountants in connection with transactions such as those contemplated by this
Agreement.

(b) Parent shall use its reasonable best efforts to cause to be delivered to
the Company "comfort" letters of Arthur Andersen LLP, Parent's independent
public accountants, dated the date on which the F-4 shall become effective and
as of the Effective Time, and addressed to the Company and Parent, in form and
substance reasonably satisfactory to the Company and reasonably customary in
scope and substance for letters delivered by independent public accountants in
connection with transactions such as those contemplated by this Agreement.

Section 5.20. Third Party Consents.

(a) The Company and Parent shall give (or shall cause their respective
Subsidiaries to give) any notices to third parties, and use, and cause their
respective Subsidiaries to use, their reasonable best efforts to obtain any
third party consents, approvals or waivers (i) necessary, proper or advisable
to consummate the transactions contemplated in this Agreement, or (ii) required
to prevent a Material Adverse Effect on the Company from

30
<PAGE>

occurring prior to or after the Effective Time or a Material Adverse Effect on
Parent from occurring prior to or after the Effective Time.

(b) In the event that any party shall fail to obtain any third party consent,
approval or waiver described in subsection (a) above, such party shall use its
reasonable best efforts, and shall take any such actions reasonably requested
by the other parties hereto, to minimize any adverse effect upon the Company
and Parent, their respective Subsidiaries, and their respective businesses
resulting, or which could reasonably be expected to result after the Effective
Time, from the failure to obtain such consent, approval or waiver.

Section 5.21. Certain Contributions. Promptly following the Effective Time
Parent will (i) transfer all of the SNC Common Stock of the Surviving
Corporation to Havas Advertising International ("International") and cause
International to transfer all of such stock to EWDB North America, Inc. ("US
Parent"), in each case as a contribution to capital and (ii) cause US Parent to
contribute to the SNC Group (as such term is defined in the Surviving
Corporation's certificate of incorporation) a note receivable from US Parent in
the principal amount of not less than $500,000,000.

ARTICLE 6

Conditions to the Merger

Section 6.01. Conditions to the Obligations of Each Party.

The obligations of the Company and Parent to consummate the Merger are
subject to the satisfaction (or waiver by the party for whose benefit the
applicable condition exists) of the following conditions:

(a) (i) this Agreement and the transactions contemplated hereby,
including the Merger, shall have been approved and adopted by the
shareholders of the Company by the Company Requisite Vote and (ii) the
Capital Increase shall have been approved by the shareholders of Parent by
the Parent Requisite Vote;

(b) any applicable waiting period under the HSR Act and the EU Merger
Regulations relating to the transactions contemplated by this Agreement
shall have expired, and all consents, waivers, approvals and authorizations
required to be obtained, and all filings or notices required to be, made by
the Company, Parent or any of their Subsidiaries under any other applicable
Antitrust Law in connection with the transactions contemplated in this
Agreement shall have been obtained from or made with all required
Governmental Authorities, except for such consents, waivers, approvals or
authorizations which the failure to obtain, or such filings or notices
which the failure to make, would not have a Material Adverse Effect on the
Company, Parent or the Surviving Corporation.

(c) no provision of any applicable law or regulation and no judgment,
injunction, order or decree shall prohibit or enjoin the consummation of
the Merger;

(d) (i) the Form F-4 and Form F-6 shall have been declared effective
under the 1933 Act and no stop order suspending the effectiveness of the
Form F-4 and Form F-6 shall be in effect and no proceedings for such
purpose shall be pending before or threatened by the SEC and (ii) Parent
shall have received appropriate decisions and visas from the CMF and the
COB;

(e) the Parent ADSs to be issued in the Merger shall have been approved
for listing on the New York Stock Exchange or the Nasdaq Stock Market's
National Market System, subject to official notice of issuance; and

(f) the SNC Common Stock shall represent control of the Company within
the meaning of Section 368(c) of the Code.

Section 6.02. Conditions to the Obligations of Parent and Merger Subsidiary.

The obligations of Parent and Merger Subsidiary to consummate the Merger are
subject to the satisfaction (or waiver by Parent) of the following further
conditions:

31
<PAGE>

(a) (i) the Company shall have performed in all material respects all of
its obligations and complied in all material respects with all of its
covenants hereunder required to be performed or complied with by it at or
prior to the Effective Time and (ii) the representations and warranties of
the Company contained in this Agreement (which representations and
warranties shall be deemed, for purposes of this condition, to include any
qualifications with respect to materiality, including references to
Material Adverse Effect) shall be true and correct at and as of the
Effective Time, as if made at and as of such time (other than
representations and warranties that address matters only as of a particular
date, which shall be true and correct as of such date), with only such
exceptions as, individually or in the aggregate, have not had and would not
have a Material Adverse Effect on the Company; and Parent shall have
received a certificate signed by an executive officer of the Company to the
effect set forth in clauses (i) and (ii);

(b) Parent shall have received an opinion from Hogan & Hartson L.L.P.,
counsel to Parent, in form and substance reasonably satisfactory to Parent,
dated as of the Effective Time, substantially to the effect that the Merger
should constitute a reorganization for United States federal income tax
purposes within the meaning of Section 368(a) of the Code. In rendering
such opinion, Hogan & Hartson L.L.P. may rely upon representations
contained in certificates of officers of Parent, Merger Subsidiary and the
Company substantially in the forms annexed as Exhibit D to this Agreement;
or

(c) there shall not have been a material breach of the Company
Stockholder Voting Agreement by the Designated Company Stockholders.

Section 6.03. Conditions to the Obligations of the Company.

The obligations of the Company to consummate the Merger are subject to the
satisfaction (or waiver by the Company) of the following further conditions:

(a) (i) Parent shall have performed in all material respects all of its
obligations and complied in all material respects with all of its covenants
hereunder required to be performed or complied with by it at or prior to
the Effective Time and (ii) the representations and warranties of Parent
contained in this Agreement (which representations and warranties shall be
deemed, for purposes of this condition, not to include any qualifications
with respect to materiality, including references to Material Adverse
Effect) shall be true and correct at and as of the Effective Time, as if
made at and as of such time (other than representations and warranties that
address matters only as of a particular date which shall be true and
correct as of such date), with only such exceptions as, individually or in
the aggregate, have not had and would not have a Material Adverse Effect on
Parent; and the Company shall have received a certificate signed by an
executive officer of Parent to the effect set forth in clauses (i) and
(ii);

(b) The Company shall have received an opinion from Weil, Gotshal &
Manges LLP, counsel to the Company, in form and substance reasonably
satisfactory to the Company, dated as of the Effective Time, substantially
to the effect that the Merger should constitute a reorganization for United
States federal income tax purposes within the meaning of Section 368(a) of
the Code. In rendering such opinion, Weil, Gotshal & Manges LLP may rely
upon representations contained in certificates of officers of Parent,
Merger Subsidiary and the Company substantially in the forms thereof
annexed as Exhibit D to this Agreement; or

(c) there shall not have been a material breach of the Parent Stockholder
Voting Agreement by the Designated Parent Stockholder.

ARTICLE 7

Termination

Section 7.01. Termination.

This Agreement may be terminated and the Merger may be abandoned at any time
prior to the Effective Time (notwithstanding any approval of this Agreement by
the shareholders of the Company or Parent):

32
<PAGE>

(a) by mutual written consent of the Company and Parent;

(b) by either the Company or Parent:

(i) if the Merger has not been consummated by December 31, 2000 (the
"End Date"); provided that the right to terminate this Agreement under
this Section 8.01(b)(i) shall not be available to any party whose
failure to fulfill its obligations or to comply with its covenants
under this Agreement in all material respects has been the cause of, or
resulted in, the failure of the Merger to be consummated by the End
Date.

(ii) if the Company Shareholder Approval shall not have been obtained
by reason of the failure to obtain the Company Requisite Vote at a duly
held meeting of shareholders or any adjournment thereof; or

(iii) if the Parent Shareholder Approval shall not have been obtained
by reason of the failure to obtain the Parent Requisite Vote at a duly
held meeting of shareholders or any adjournment thereof; or

(c) by either the Company or Parent (so long as such party has complied
in all material respects with its obligations under Section 5.07), if
consummation of the Merger would be prohibited by any law or regulation or
if any injunction, judgment, order or decree enjoining the Company or
Parent from consummating the Merger is entered and such injunction,
judgment, order or decree shall become final and nonappealable; or

(d) by the Company:

(i) if the Company Board shall have received an Acquisition Proposal
which the Company Board has determined in good faith is a Superior
Proposal and the Company promptly following such termination enters
into an agreement (including a letter of intent) providing for the
transactions contemplated by such Superior Proposal after complying
with Section 5.05(c) (including, without limitation, the expiration of
the three (3) business day period set forth therein); provided that it
shall be a condition to the effectiveness of such termination that the
Company shall have made the payment referred to in Section 7.03(b)
hereof;

(ii) upon a breach of any representation, warranty, covenant or
agreement of Parent, or if any representation or warranty of Parent
shall become untrue, in either case which breach or misrepresentation
or warranty shall not have been cured within 30 days following written
notice from the Company such that the conditions set forth in Section
6.03(a) would be incapable of being satisfied by the End Date; or

(iii) if the Parent Board shall have withdrawn or modified, or
publicly proposed to withdraw or modify, in a manner adverse to the
Company, its approval or recommendation of the Merger and this
Agreement; or

(e) by Parent:

(i) if the Company Board shall have (A) withdrawn or modified, or
publicly proposed to withdraw or modify, in a manner adverse to Parent,
its approval or recommendation of the Merger and this Agreement or (B)
approved or recommended, or publicly proposed to approve or recommend,
any Acquisition Proposal; or

(ii) upon a breach of any representation, warranty, covenant or
agreement of the Company, or if any representation or warranty of the
Company shall become untrue, in either case which breach or
misrepresentation or warranty shall not have been cured within 30 days
following written notice from Parent such that the conditions set forth
in Section 6.02(a) would be incapable of being satisfied by the End
Date.

33
<PAGE>

The party desiring to terminate this Agreement pursuant to clauses (b), (c),
(d) or (e) of this Section 7.01 shall give written notice of such termination
to the other party in accordance with Section 8.02, specifying the provision
hereof pursuant to which such termination is effected.

Section 7.02. Effect of Termination.

If this Agreement is terminated pursuant to Section 7.01, this Agreement
shall become void and of no effect with no liability on the part of any party
hereto, except that (a) the agreements contained in this Section 7.02 and in
Section 7.03 and in the Parent Confidentiality Agreement and the Company
Confidentiality Agreement shall survive the termination hereof and (b) no such
termination shall relieve any party of any liability or damages resulting from
any material breach by that party of this Agreement; provided that the maximum
aggregate liability of any party for any material breach of its
representations, warranties, covenants or agreements in this Agreement shall be
limited to $85,000,000; provided, further, that such limitation shall not apply
to any such material breach that is willful (as contemplated by Section 7.03).

Section 7.03. Payments.

(a) Except as otherwise specified in this Section 7.03 or agreed in writing
by the parties, all costs and expenses incurred in connection with this
Agreement and the transactions contemplated by this Agreement shall be paid by
the party incurring such cost or expense.

(b) If (i) the Company shall terminate this Agreement pursuant to Section
7.01(d)(i) hereof, (ii) Parent shall terminate this Agreement pursuant to
Section 7.01(e)(i) hereof, or (iii) the Company or Parent shall terminate this
Agreement pursuant to Section 7.01(b)(ii) hereof, the Company shall pay to
Parent (by wire transfer of immediately available funds not later than the date
of termination of this Agreement) an amount equal to $85,000,000 (inclusive of
value added tax, if any). If Parent shall terminate this Agreement pursuant to
Section 7.01(e)(ii) (solely with respect to a willful breach of a
representation, warranty, covenant or agreement of the Company contained in
this Agreement), the Company shall pay to Parent (by wire transfer of
immediately available funds not later than the date of termination of this
Agreement) an amount equal to the greater of (i) $85,000,000 (inclusive of
value added tax, if any), or (ii) the actual damages resulting from any such
breach. Acceptance by Parent of the payment referred to in the foregoing
sentences shall constitute conclusive evidence that this Agreement has been
validly terminated and upon payment of such amount the Company shall be fully
released and discharged from any liability or obligation resulting from or
under this Agreement.

(c) If (i) the Company or Parent shall terminate this Agreement pursuant to
Section 7.01(b)(iii), or (ii) the Company shall terminate this Agreement
pursuant to Section 7.01(d)(iii) hereof, Parent shall pay to the Company (by
wire transfer of immediately available funds not later than the date of
termination of this Agreement) an amount equal to $85,000,000 (inclusive of
value added tax, if any). If the Company shall terminate this Agreement
pursuant to Section 7.01(d)(ii) (solely with respect to a willful breach of a
representation, warranty, covenant or agreement of Parent contained in this
Agreement), Parent shall pay to the Company (by wire transfer of immediately
available funds not later than the date of termination of this Agreement) an
amount equal to the greater of (i) $85,000,000 (inclusive of value added tax,
if any), or (ii) the actual damages resulting from any such breach. Acceptance
by the Company of the payment referred to in the foregoing sentences shall
constitute conclusive evidence that this Agreement has been validly terminated
and upon payment of such amount Parent shall be fully released and discharged
from any liability or obligation resulting from or under this Agreement.

34
<PAGE>

ARTICLE 8

Miscellaneous

Section 8.01. Certain Definitions.

For purposes of this Agreement, the following terms shall have the meanings
specified in this Section 8.01:

(a) "know" or "knowledge" means, with respect to the Company, the actual
knowledge of the Company's executive officers, and with respect to Parent
and Merger Subsidiary, the actual knowledge Parent's executive directors.

(b) "person" means an individual, corporation, limited liability company,
partnership, association, trust, unincorporated organization, other entity
or group (as defined in the 1934 Act).

(c) "Subsidiary" means, when used with reference to any entity, any
corporation or other organization, whether incorporated or unincorporated,
(i) of which such party or any other subsidiary of such party is a general
or managing partner or (ii) the outstanding voting securities or interests
of which, having by their terms ordinary voting power to elect a majority
of the Board of Directors or others performing similar functions with
respect to such corporation or other organization, is directly or
indirectly owned or controlled by such party or by any one or more of its
subsidiaries.

Section 8.02. Notices.

All notices, requests and other communications to any party hereunder shall
be in writing (including telecopy or similar writing) and shall be given:

if to Parent, to:

Havas Advertising
84, rue de Villiers
92683 Levallois-Perret Cedex
France
Attention: Chief Financial Officer

with a copy to:

Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
Attention: Bruce W. Gilchrist
J. Warren Gorrell, Jr.

if to the Company, to:

Snyder Communications, Inc.
Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
Attention: Chief Financial Officer

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Norman D. Chirite

35
<PAGE>

or such other address or telecopy number as such party may hereafter specify
for the purpose by notice to the other parties hereto. Each such notice,
request or other communication shall be effective (a) if given by telecopy,
when such telecopy is transmitted to the telecopy number specified in this
Section 8.02 and the appropriate telecopy confirmation is received or (b) if
given by any other means, when delivered at the address specified in this
Section 8.02.

Section 8.03. Entire Agreement; Non-Survival of Representations and
Warranties; Third Party Beneficiaries.

(a) This Agreement (including any exhibits hereto), the other agreements
referred to in this Agreement and the Parent Confidentiality Agreement and the
Company Confidentiality Agreement constitute the entire agreement among the
parties with respect to the subject matter hereof and thereof and supersede all
prior agreements, understandings and negotiations, both written and oral,
between the parties with respect to such subject matter. None of this
Agreement, the Parent Confidentiality Agreement, the Company Confidentiality
Agreement or any other agreement contemplated hereby or thereby (or any
provision hereof or thereof) is intended to confer on any person other than the
parties hereto or thereto any rights or remedies (except that Article 1 and
Sections 5.12, 5.17, 5.18 and 5.21 are intended to confer rights and remedies
on the persons specified therein).

(b) The representations and warranties contained herein or in any schedule,
instrument or other writing delivered pursuant hereto shall not survive the
Effective Time.

Section 8.04. Amendments; No Waivers.

(a) Any provision of this Agreement may be amended or waived prior to the
Effective Time if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by the Company and Parent or, in the case
of a waiver, by the party against whom the waiver is to be effective; provided
that after the adoption of this Agreement by the shareholders of the Company,
there shall be made no amendment that by law requires further approval by
shareholders without the further approval of such shareholders.

(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

Section 8.05. Successors and Assigns.

The provisions of this Agreement shall be binding upon, inure to the benefit
of and be enforceable by the parties hereto and their respective successors and
assigns; provided that no party may assign, delegate or otherwise transfer any
of its rights or obligations under this Agreement without the written consent
of the other parties hereto.

Section 8.06. Governing Law.

This Agreement shall be construed in accordance with and governed by the law
of the State of Delaware, without regard to the choice of law principles
thereof.

Section 8.07. Jurisdiction.

Any suit, action or proceeding seeking to enforce any provision of, or based
on any matter arising out of or in connection with, this Agreement or the
transactions contemplated by this Agreement may be brought against any of the
parties in any Federal court located in the State of Delaware or any Delaware
state court, and each of the parties hereto hereby consents to the exclusive
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and waives any objection to venue laid
therein. Process in any such suit, action or proceeding may be served on any
party anywhere in the world,

36
<PAGE>

whether within or without the State of Delaware. Without limiting the
generality of the foregoing, each party hereto agrees that service of process
upon such party at the address referred to in Section 8.02, together with
written notice of such service to such party, shall be deemed effective service
of process upon such party.

Section 8.08. Counterparts; Effectiveness.

This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received counterparts hereof signed by all of
the other parties hereto.

Section 8.09. Interpretation.

When a reference is made in this Agreement to a Section or Disclosure
Schedule, such reference shall be to a Section of this Agreement or to the
Company Disclosure Schedule or Parent Disclosure Schedule as applicable, unless
otherwise indicated. The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement they shall be deemed to be
followed by the words "without limitation". Whenever the words "the date
hereof", "the date of this Agreement" or words of similar import are used in
this Agreement, such words shall be deemed to mean February 20, 2000.

Section 8.10. Severability.

If any term, provision, covenant or restriction of this Agreement is held by
a court of competent jurisdiction or other authority to be invalid, void,
unenforceable or against its regulatory policy, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated. Upon
such determination that any term, provision, covenant or restriction of this
Agreement is invalid, void, unenforceable or against regulatory policy, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.

Section 8.11. Specific Performance.

The parties hereto agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with the terms
hereof and that the parties shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any Federal court located in the State of
Delaware or any Delaware state court, in addition to any other remedy to which
they are entitled at law or in equity.

Section 8.12. Joint and Several Liability.

Parent and Merger Subsidiary hereby agree that they will be jointly and
severally liable for all covenants, agreements, obligations and representations
and warranties made by either of them in this Agreement.

37
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

HAVAS ADVERTISING

/s/ Jacques Herail
By: _________________________________
Name: Jacques Herail
Title: Director-General

HAS ACQUISITION CORP.

/s/ Jacques Herail
By: _________________________________
Name: Jacques Herail
Title: Vice President and
Treasurer

SNYDER COMMUNICATIONS, INC.

/s/ A. Clayton Perfall
By: _________________________________
Name: A. Clayton Perfall
Title: Director and Chief
Financial Officer

38
<PAGE>

ANNEX B

AMENDED AND RESTATED COMPANY STOCKHOLDER VOTING AGREEMENT

THIS AMENDED AND RESTATED COMPANY STOCKHOLDER VOTING AGREEMENT, dated as of
August 18, 2000 (this "Agreement"), by and among HAVAS ADVERTISING, a societe
anonyme organized under the laws of the French Republic (the "Parent"), and
each of the other signatories hereto (each, a "Stockholder" and, collectively,
the "Stockholders").

WHEREAS, Parent, HAS Acquisition Corp. and Snyder Communications, Inc., a
Delaware corporation (the "Company"), entered into an Amended and Restated
Agreement and Plan of Merger dated as of August 3, 2000 and effective as of
February 20, 2000 (as such agreement may hereafter be amended from time to
time, the "Merger Agreement"; capitalized terms used without definition herein
having the meanings ascribed thereto in the Merger Agreement);

WHEREAS, each Stockholder is the beneficial owner of the number of shares
("Company Shares") of each class of capital stock of the Company entitled to
vote set forth opposite such Stockholder's name in Schedule I hereto;

WHEREAS, approval and adoption of the Merger Agreement by the Company's
stockholders is required in order to consummate the Merger;

WHEREAS, the Board of Directors of the Company has, prior to the execution of
this Agreement, duly and validly approved and adopted the Merger Agreement and
has resolved and agreed to recommend to its stockholders that they approve and
adopt the Merger Agreement, and such approval, adoption, resolution and
agreement has not been withdrawn;

WHEREAS, certain Stockholders entered into a Company Stockholder Voting
Agreement dated as of February 20, 2000 (the "Original Agreement") (i) as an
inducement to Parent to enter into and execute the Merger Agreement and (ii) in
reliance upon the representations, warranties, agreements and covenants of
Parent set forth in the Merger Agreement;

WHEREAS, certain holders of shares of the capital stock of Parent have
executed the Parent Stockholder Voting Agreement pursuant to which each such
holder party thereto agreed to vote for the Capital Increase as an inducement
to the Company to enter into and execute the Merger Agreement; and

WHEREAS, Parent and each Stockholder desire to amend and restate the Original
Agreement as set forth herein.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:

Section 1. Agreement to Vote.

Each Stockholder hereby agrees (for itself and not as to any other
Stockholder) that, during the term of this Agreement, such Stockholder shall,
from time to time, at any meeting (whether annual or special and whether or not
an adjourned or postponed meeting) of stockholders of the Company, however
called, or in connection with any written consent of the holders of Company
Common Stock, in either case, prior to the earlier of the Effective Time and
the termination of this Agreement, appear at such meeting or otherwise cause
the Company Common Stock to be counted as present thereat for purposes of
establishing a quorum, and such Stockholder shall vote or consent (or cause to
be voted or consented), in person or by proxy, all Company Common Stock, and
any other voting securities of the Company (whether acquired heretofore or
hereafter) that are beneficially owned by such Stockholder or its wholly-owned
affiliates (within the meaning of Rule 12b-2 under the 1934 Act) or as to which
such Stockholder has, directly or indirectly, the right to vote or direct the
voting, in favor of the approval and adoption of the Merger Agreement. Each
Stockholder agrees, during the
<PAGE>

period commencing on the date hereof and ending on the earlier of the Effective
Time and the termination of this Agreement, not to, and not to permit any of
its wholly-owned affiliates to, vote or execute any written consent in lieu of
a stockholders meeting or vote of the Company, if such consent or vote by the
stockholders of the Company would be inconsistent with or frustrate the
purposes or terms this Agreement or the Merger Agreement.

In furtherance and not in limitation of the foregoing, each Stockholder
hereby grants to, and appoints, Parent and each of Jacques Herail and Bob
Schmetterer in their respective capacities as officers of Parent, and any
individual who shall hereafter succeed to any such officer of Parent, and any
other designee of Parent, each of them individually, its irrevocable proxy and
attorney-in-fact (with full power of substitution) to vote the Company Common
Stock as indicated in this Section 1. Each Stockholder intends this proxy to be
irrevocable and coupled with an interest and will take such further action and
execute such other instruments as may be necessary to effectuate the intent of
this proxy.

Each Stockholder hereby revokes any and all previous proxies with respect to
its Company Common Stock or any other voting securities of the Company that may
relate to the approval of the Merger Agreement.

Section 2. Restriction on Transfer, Proxies and Non-Interference. Except as
contemplated by this Agreement, each Stockholder agrees not to, directly or
indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber,
assign or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to, or consent to the offer for sale,
transfer, tender, pledge, encumbrance, assignment or other disposition (each, a
"Disposition") of, any or all of the Company Shares or any interest therein;
(ii) grant any proxies or powers of attorney, deposit any Company Shares into a
voting trust or enter into a voting agreement with respect to any Company
Shares; or (iii) take any action that would make any representation or warranty
of such Stockholder contained herein untrue or incorrect, or have the effect of
preventing or disabling the Stockholder from performing the Stockholder's
obligations under this Agreement or the Company from performing the Company's
obligations under the Merger Agreement.

Section 3. Restriction on Transfer of Shares Parent ADSs. Each Stockholder
agrees (a) not to effect any Disposition during the first one hundred eighty
(180) days following the Effective Time of an aggregate number of Parent ADSs
in excess of fifty (50%) percent of the Net Parent ADSs (as defined below) and
(b) not to effect any Disposition during the first ninety (90) days following
the Effective Time of an aggregate number of Parent ADSs in excess of the
number of Parent ADSs deliverable by such Stockholder pursuant to the Forward
Purchase Contracts (as defined below), excluding (in the case of clause (b)
only) any Parent ADSs sold pursuant to the immediately following sentence.
During the period of ninety (90) days following the Effective Time, Parent
shall use reasonable best efforts to facilitate or arrange a third party
placement or underwriting of up to 50% of the Net Parent ADSs on terms
acceptable to the Stockholders, with all out-of-pocket costs and expenses
incurred in connection with any such placement or underwriting to be paid by
Parent (and any underwriting commission or discount paid by the Stockholders).
The Parent agrees that it will cooperate with the Stockholders and file any
resale prospectus or registration statement as may reasonably be requested by
the Stockholders with respect to the Parent ADSs received by the Stockholders
in the Merger until such time as the Parent ADSs may be sold without
restrictions under Rule 145(d), with all out-of-pocket costs and expenses
incurred in connection with any such resale prospectus or registration
statement to be paid by Parent (and any underwriting commission or discount
paid by the Stockholders). For purposes of this Agreement, "Net Parent ADSs"
means the difference of (i) the number of Parent ADSs received by such
Stockholder in the Merger minus (ii) the number of Parent ADSs deliverable by
such Stockholder pursuant to the Forward Purchase Contracts. For purposes
hereof, "Forward Purchase Contracts" means (i) the Forward Purchase Contract
dated September 18, 1997 among the Snyder Strypes Trust, the Bank of New York,
as collateral agent and administrator, and D.M.S. Endowment, LLC, F.D. Sutton,
LLC, A.O. Roberts, LLC and USN College Marketing, L.P. and (ii) the Purchase
Agreements dated as of July 29, 1998 between Bear, Stearns & Co. Inc. and each
of Daniel M. Snyder, Michele D. Snyder and USN College Marketing, L.P.,
respectively. Unless the Disposition of any Parent ADSs received by the
Stockholders in the Merger is permitted pursuant to this

2
<PAGE>

Section 3, the certificates representing such Parent ADSs will bear an
appropriate legend with respect to the restrictions set forth in this Section
3, and stop transfer instructions will be given to the transfer agent of Parent
with respect to such Parent ADSs.

Section 4. Non-Solicitation. Each Stockholder shall comply in all respects
with the non-solicitation and other provisions of Section 5.05 of the Merger
Agreement and the other provisions of the Merger Agreement related thereto, and
shall not take any of the actions or do any of the things restricted or
otherwise prohibited thereby.

Section 5. Further Assurances. Each party shall execute and deliver such
additional instruments and other documents and shall take such further actions
as may be necessary or appropriate to effectuate, carry out and comply with all
of its obligations under this Agreement.

Section 6. Representations and Warranties of Parent. Parent represents and
warrants to each Stockholder as follows:

(a) This Agreement has been approved by the Board of Directors of Parent,
representing all necessary corporate action on the part of Parent for the
execution and performance hereof and thereof by Parent (no action by the
stockholders of Parent being required).

(b) This Agreement has been duly executed and delivered by a duly
authorized officer of Parent.

(c) This Agreement constitutes the valid and binding agreement of Parent,
enforceable against Parent in accordance with its terms.

(d) The execution and delivery of this Agreement by Parent does not
violate or breach, and will not give rise to any violation or breach, of
Parent's organizational documents, or bylaws, or, except as will not
materially impair its ability to effectuate, carry out or comply with all
of the terms of this Agreement or the Merger Agreement, any applicable law,
Governmental Authority approval or contract by which Parent or its
subsidiaries or their respective assets or properties may be bound.

Section 7. Representations and Warranties of the Stockholders. Each
Stockholder, as to such Stockholder only, represents and warrants to Parent as
follows:

(a) Schedule I sets forth, opposite each Stockholder's name, the number
and type of Company Common Stock of which such Stockholder is the record or
beneficial owner and the number of votes per share to which the Stockholder
is entitled with respect to the Merger Agreement. Such Stockholder is the
lawful owner of such Company Common Stock and has the sole power to vote
(or cause to be voted) the Company Shares as set forth in this Agreement.
Except as set forth on such Schedule I, neither such Stockholder nor any of
its wholly owned affiliates owns or holds any rights to acquire any
additional shares of any class of Company Common Stock or other securities
of the Company or any interest therein or any voting rights with respect to
any additional shares of any class of Company Common Stock or any other
securities of the Company.

(b) This Agreement has been duly executed and delivered by a duly
authorized officer of such Stockholder or, if the Stockholder is a natural
person, the Stockholder has the legal capacity to execute this Agreement.

(c) This Agreement constitutes the valid and binding agreement of such
Stockholder, enforceable against such Stockholder in accordance with its
terms.

(d) The execution and delivery of this Agreement by such Stockholder do
not violate or breach, and will not give rise to any violation or breach,
of such Stockholder's organizational documents, trust instrument or
partnership agreement, to the extent applicable, or, except as will not
materially impair the ability of such Stockholder to effectuate, carry out
or comply with all of the terms of this Agreement, any applicable law,
third party consent, approval, filing, registration or similar requirement
of any governmental authority or any agreement or contract by which such
Stockholder or its assets or properties are bound.

3
<PAGE>

Section 8. Effectiveness and Termination. In the event the Merger Agreement
is terminated in accordance with its terms, this Agreement shall automatically
terminate and be of no further force or effect. Upon such termination, except
for any rights any party may have in respect of any breach by any other party
of its obligations hereunder, none of the parties hereto shall have any further
obligation or liability hereunder. This Agreement shall continue in full force
and effect despite any amendment or other modification of, or any consent or
waiver under, the Merger Agreement; provided, however, (A) that any amendment
by the parties to the Merger Agreement to (x) the Exchange Ratio or the Merger
Consideration (as defined in Section 2.01(a) and Section 2.02(b), respectively,
of the Merger Agreement), (y) Section 5.05 of the Merger Agreement (including
the definition of "Acquisition Proposal" set forth in Section 5.05(c) thereof),
or (z) Article 7 of the Merger Agreement entitled "Termination" or (B) the
waiver on or prior to the Closing Date by the Company of any material condition
precedent set forth in Article 6 of the Merger Agreement, shall require the
written consent of the Stockholders, failing which this Agreement may be
terminated in writing by any Stockholder who has not consented to such
amendment or such waiver. In any event, if the Effective Time shall not have
occurred on or before the End Date, this Agreement may be terminated in writing
by any Stockholder and it shall be of no further force or effect as to such
Stockholder.

Section 9. Miscellaneous.

(a) Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by cable, telegram,
confirmed facsimile or telex, or by first class mail (postage prepaid, return
receipt requested), to the other party as follows:

if to Parent, to:

Havas Advertising
84 rue de Villiers
92683 Levallois-Perret Cedex
France

with a copy to:

Hogan & Harton L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
Attention: Bruce W. Gilchrist
J. Warren Gorrell, Jr.

if to any Stockholder, to the address set forth on Schedule I hereto with
respect to such Stockholder:

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: Norman D. Chirite
Facsimile: (212) 310-8007

or to such other address as the person to whom notice is given may have
previously furnished to the other in writing in the manner set forth above.

(b) Descriptive Headings. The descriptive headings herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.

(c) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.

4
<PAGE>

(d) Entire Agreement; No Third Party Beneficiaries. This Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof. This Agreement shall be binding upon and inure solely to the benefit of
each party hereto, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other Person any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.

(e) Waiver of Jury Trial. Each party hereto waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in
respect of any litigation directly or indirectly arising out of, under or in
connection with this Agreement.

(f) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without regard to the
principles or policies of conflicts of laws thereof.

(g) Severability. If any term or other provision of this Agreement is
invalid, illegal or unenforceable, all other provisions of this Agreement shall
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party.

(h) Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto, in whole
or in part (whether by operation of law or otherwise), without the prior
written consent of the other parties hereto and the written undertaking of the
assignee to be bound by the terms of this Agreement, and any attempt to make
any such assignment without such consent shall be null and void. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of and be enforceable by the parties and their respective successors and
permitted assigns.

(i) Submission to Jurisdiction; Waivers. Each of Parent and each Stockholder
irrevocably agrees that any legal action or proceeding with respect to this
Agreement or for recognition and enforcement of any judgment in respect hereof
brought by the other party hereto or its successors or assigns may be brought
and determined in any Federal court located in the State of Delaware or any
Delaware state court, and each of Parent and each Stockholder hereby
irrevocably submits with regard to any such action or proceeding for itself and
in respect to its property, generally and unconditionally, to the exclusive
jurisdiction of the aforesaid courts. Each of Parent and each Stockholder
hereby irrevocably waives, and agrees not to assert, by way of motion, as a
defense, counterclaim or otherwise, in any action or proceeding with respect to
this Agreement, (a) any claim that it is not personally subject to the
jurisdiction of the above-named courts for any reason other than the failure to
serve process in accordance with this Section 9(i), (b) that it or its property
is exempt or immune from jurisdiction of any such court or from any legal
process commenced in such courts (whether through service of notice, attachment
prior to judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), and (c) to the fullest extent permitted by applicable
law, that (i) the suit, action or proceeding in any such court is brought in an
inconvenient forum, (ii) the venue of such suit, action or proceeding is
improper or (iii) this Agreement, or the subject matter hereof, may not be
enforced in or by such courts.

(j) Specific Performance. The parties hereto acknowledge that irreparable
damage would result if this Agreement were not specifically enforced, and they
therefore consent that the rights and obligations of the parties under this
Agreement may be enforced by a decree of specific performance issued by a court
of competent jurisdiction. Such remedy shall, however, not be exclusive and,
shall be in addition to any other remedies which any party may have under this
Agreement or otherwise.

(k) Expenses. Each of Parent and each Stockholder shall bear its own expenses
incurred in connection with this Agreement and the transactions contemplated
hereby.

(l) Action in Stockholder Capacity Only. No Stockholder makes any agreement
or understanding herein as a director or officer of the Company or in any
capacity other than as a stockholder of the Company. Each Stockholder signs
solely in his/her capacity as a record holder and beneficial owner of Company
Shares and

5
<PAGE>

nothing herein shall limit or affect any actions taken by a representative of
such Stockholder in such representative's capacity as an officer or director of
the Company.

(m) Obligations Several. The obligations of each Stockholder under this
Agreement shall be several and not joint. No Stockholder shall have any
liability, duty or obligation arising out of or resulting from any failure by
any other Stockholder (or any Affiliate thereof) to comply with the terms and
conditions of this Agreement.

[SIGNATURES BEGIN ON NEXT PAGE]

6
<PAGE>

SIGNATURE PAGE TO AMENDED AND RESTATED COMPANY STOCKHOLDER VOTING AGREEMENT

IN WITNESS WHEREOF, the parties have duly executed this Amended and Restated
Company Stockholder Voting Agreement as of the date first above written.

PARENT:

HAVAS ADVERTISING

/s/ Jacques Herail
By: _________________
Name: Jacques Herail
Title:Director-General

STOCKHOLDERS:

/s/ Daniel M. Snyder
_____________________
DANIEL M. SNYDER

/s/ Michele D. Snyder
_____________________
MICHELE D. SNYDER

/s/ Mortimer B. Zuckerman
_____________________
MORTIMER B. ZUCKERMAN

/s/ Fred Drasner
_____________________
FRED DRASNER

USN COLLEGE MARKETING, L.P.
By: USN College Marketing, Inc.

/s/ Fred Drasner
By: _________________
Name: Fred Drasner
Title:President

D.M.S. ENDOWMENT, LLC

/s/ Daniel M. Snyder
By: __________________
Name: Daniel M. Snyder
Title:

F.D. SUTTON, LLC

/s/ Fred Drasner
By: _________________
Name: Fred Drasner
Title:Member

CHARLES E. SMITH JEWISH DAY SCHOOL
OF GREATER WASHINGTON, INC.

/s/ Douglas J. Feith
By: _________________
Name: Douglas J. Feith
Title:President

7
<PAGE>

Schedule I

Ownership of Company Common Stock

<TABLE>
<CAPTION>
Class
of
Company
Common Number of
Name and Address of Stockholder Stock Shares
------------------------------- ------- ---------
<S> <C> <C>
Daniel M. Snyder SNC 5,551,171
c/o Snyder Communications, Inc.
6903 Rockledge Drive CIRC 1,382,793
Bethesda, Maryland 20918
Michele D. Snyder SNC 1,945,490
c/o Snyder Communications, Inc.
6903 Rockledge Drive CIRC 481,372
Bethesda, Maryland 20918
D.M.S. Endownment, LLC SNC 4,337,976
c/o Snyder Communications, Inc.
6903 Rockledge Drive CIRC 1,084,494
Bethesda, Maryland 20918
Fred Drasner SNC 1,125,303
F.D. Sutton, LLC
c/o The Daily News CIRC 281,325
450 W. 33rd Street
New York, New York 10001
USN College Marketing L.P. SNC 5,290,939
450 West 33rd Street, 3rd Floor
New York, New York 10001 CIRC 1,322,734
Charles E. Smith Jewish Day School of Greater SNC 1,086,942
Washington, Inc.
1901 East Jefferson Street CIRC 271,736
Rockville, Maryland 20852
Mortimer B. Zuckerman SNC 634,610
599 Lexington Avenue
Suite 1300 CIRC 158,652
New York, New York 10022
</TABLE>

8
<PAGE>

ANNEX C

PARENT STOCKHOLDER VOTING AGREEMENT

PARENT STOCKHOLDER VOTING AGREEMENT, dated as of February 20, 2000 (this
"Agreement"), by and among SNYDER COMMUNICATIONS, INC., a Delaware corporation
(the "Company"), and HAVAS (the "Stockholder").

WHEREAS, concurrently herewith, the Company, Havas Advertising, a societe
anonyme organized under the laws of the French Republic ("Parent"), and HAS
Acquisition Corp. are entering into an Agreement and Plan of Merger (as such
agreement may hereafter be amended from time to time, the "Merger Agreement";
capitalized terms used without definition herein having the meanings ascribed
thereto in the Merger Agreement);

WHEREAS, the Stockholder is the beneficial owner of the number of shares
("Parent Shares") of each class of capital stock of Parent entitled to vote set
forth in Schedule I hereto;

WHEREAS, approval of the Capital Increase by Parent's stockholders is
required in order to consummate the Merger;

WHEREAS, the Board of Directors of Parent has, prior to the execution of this
Agreement, duly and validly approved and adopted the Merger Agreement, and such
approval and adoption has not been withdrawn;

WHEREAS, the Stockholder is executing this Agreement (i) as an inducement to
the Company to enter into and execute the Merger Agreement and (ii) in reliance
upon the representations, warranties, agreements and covenants of the Company
set forth in the Merger Agreement; and

WHEREAS, certain holders of shares of the Company capital stock are
concurrently executing the Company Stockholder Voting Agreement agreeing to
vote for the Merger as an inducement to Parent to enter into and execute the
Merger Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:

Section 1. Agreement to Vote Parent Shares. The Stockholder agrees that,
during the term of this Agreement, the Stockholder shall, from time to time, at
any meeting (whether annual or special and whether or not an adjourned or
postponed meeting) of stockholders of Parent, however called, or in connection
with any written consent of the holders of any of the Parent Shares, in either
case, prior to the earlier of the Effective Time and the termination of this
Agreement, appear at such meeting or otherwise cause the Parent Shares to be
counted as present thereat for purposes of establishing a quorum, and the
Stockholder shall vote or consent (or cause to be voted or consented), in
person or by proxy, all Parent Shares, and any other voting securities of
Parent (whether acquired heretofore or hereafter), that are beneficially owned
by such Stockholder or its wholly-owned affiliates (within the meaning of Rule
12b-2 under the 1934 Act) or as to which such Stockholder has, directly or
indirectly, the right to vote or direct the voting, in favor of the approval
and adoption of the Capital Increase. The Stockholder agrees, during the period
commencing on the date hereof and ending on the earlier of the Effective Time
and the termination of this Agreement, not to, and not to permit any of its
wholly-owned affiliates to, vote or execute any written consent in lieu of a
stockholders meeting or vote of Parent, if such consent or vote by the
stockholders of Parent would be inconsistent with or frustrate the purposes or
terms of this Agreement, the Capital Increase or the Merger Agreement.

In furtherance and not in limitation of the foregoing, the Stockholder hereby
grants to, and appoints, each of Jacques Herail and Jean-Marie Le Nail, each of
them individually, its irrevocable proxy and attorney-in-fact (with full power
of substitution) to vote the Parent Shares as indicated in this Section 1. The
Stockholder
<PAGE>

intends this proxy to be irrevocable and coupled with an interest and will take
such further action and execute such other instruments as may be necessary to
effectuate the intent of this proxy.

The Stockholder hereby revokes any and all previous proxies with respect to
its Parent Shares or any other voting securities of Parent that may relate to
the voting of its Parent Shares in accordance with the provisions of this
Section 1.

Section 2. Restriction on Transfer, Proxies and Non-Interference. Except as
contemplated by this Agreement, the Stockholder agrees not to, directly or
indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber,
assign or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to, or consent to the offer for sale,
transfer, tender, pledge, encumbrance, assignment or other disposition (each, a
"Disposition") of, any or all of the Parent Shares or any interest therein;
(ii) grant any proxies or powers of attorney, deposit any Parent Shares into a
voting trust or enter into a voting agreement with respect to any Parent
Shares; or (iii) take any action that would make any representation or warranty
of the Stockholder contained herein untrue or incorrect, or have the effect of
preventing or disabling the Stockholder from performing the Stockholder's
obligations pursuant to this Agreement or the Company's obligations under the
Merger Agreement.

Section 3. Restriction on Transfer of Shares Parent ADSs. The Stockholder
agrees not to effect any Disposition of the Parent Shares during the first one
hundred eighty (180) days following the Effective Time.

Section 4. Further Assurances. Each party shall execute and deliver such
additional instruments and other documents and shall take such further actions
as may be necessary or appropriate to effectuate, carry out and comply with all
of its obligations under this Agreement.

Section 5. Representations and Warranties of the Company. The Company
represents and warrants to each Stockholder as follows:

(a) This Agreement has been approved by the Board of Directors of the
Company, representing all necessary corporate action on the part of the
Company for the execution and performance hereof and thereof by the Company
(no action by the stockholders of the Company being required).

(b) This Agreement has been duly executed and delivered by a duly
authorized officer of the Company.

(c) This Agreement constitutes the valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms.

(d) The execution and delivery of this Agreement by the Company does not
violate or breach, and will not give rise to any violation or breach, of
the Company's certificate of incorporation or bylaws, or, except as will
not materially impair its ability to effectuate, carry out or comply with
all of the terms of this Agreement or the Merger Agreement, any applicable
law, Governmental Authority approval or contract by which the Company or
its subsidiaries or their respective assets or properties may be bound.

Section 6. Representations and Warranties of the Stockholder. The Stockholder
represents and warrants to the Company as follows:

(a) Schedule I sets forth the number and type of Parent Shares of which
the Stockholder is the record or beneficial owner and the number of votes
per share that the Stockholder is entitled to with respect to the Capital
Increase. The Stockholder is the lawful owner of such Parent Shares and has
the sole power to vote (or cause to be voted) the Parent Shares as set
forth in this Agreement. Except as set forth on such Schedule I, neither
the Stockholder nor any of its wholly owned affiliates owns or holds any
rights to acquire any additional shares of any class of Parent Shares or
other securities of Parent or any interest therein or any voting rights
with respect to any additional Parent Shares or any other securities of
Parent.

2
<PAGE>

(b) This Agreement has been duly executed and delivered by a duly
authorized officer of the Stockholder.

(c) This Agreement constitutes the valid and binding agreement of the
Stockholder, enforceable against the Stockholder in accordance with its
terms.

(d) The execution and delivery of this Agreement by the Stockholder does
not violate or breach, and will not give rise to any violation or breach,
of the Stockholder's organizational documents, trust instrument or
partnership agreement, to the extent applicable or, except as will not
materially impair the ability of the Stockholder to effectuate, carry out
or comply with all of the terms of this Agreement, any applicable law,
third party consent, approval, filing, registration or similar requirement
of any governmental authority or any agreement or contract by which the
Stockholder or its assets or properties may be bound.

Section 7. Effectiveness and Termination. In the event the Merger Agreement
is terminated in accordance with its terms, this Agreement shall automatically
terminate and be of no further force or effect. Upon such termination, except
for any rights any party may have in respect of any breach by any other party
of its obligations hereunder, none of the parties hereto shall have any further
obligation or liability hereunder. This Agreement shall continue in full force
and effect despite any amendment or other modification of, or any consent or
waiver under, the Merger Agreement; provided, however, (A) that any amendment
by the parties to the Merger Agreement to (x) the Exchange Ratio or the Merger
Consideration (as defined in Section 2.01(a) and Section 2.02(b), respectively,
of the Merger Agreement), or (y) Article 7 of the Merger Agreement entitled
"Termination" or (B) the waiver on or prior to the Closing Date by Parent of
any material condition precedent set forth in Article 6 of the Merger
Agreement, shall require the written consent of the Stockholder, failing which
this Agreement may be terminated in writing by the Stockholder who has not
consented to such amendment or such waiver. In any event, if the Effective Time
shall not have occurred on or before the End Date, this Agreement may be
terminated in writing by the Stockholder and it shall be of no further force or
effect as to the Stockholder.

Section 8. Miscellaneous.

if to the Company, to:

Snyder Communications, Inc.
Two Democracy Centre
6903 Rockledge Drive
Bethesda, Maryland 20817
Attn: Chief Financial Officer

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119
Attention: Norman D. Chirite
Facsimile: (212) 310-8007

if to the Stockholder, to:

Havas
31 rue de Colisee
75008 Paris France
Attention: Nicolas Duhamel
Facsimile: (33) 0 1 53533808

3
<PAGE>

with a copy to:

Hogan & Harton L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
Attention: Bruce W. Gilchrist
J. Warren Gorrell, Jr.

or to such other address as the person to whom notice is given may have
previously furnished to the other in writing in the manner set forth above.

(c) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.

(f) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of laws thereof.

(i) Submission to Jurisdiction; Waivers. Each of the Company and the
Stockholder irrevocably agrees that any legal action or proceeding with respect
to this Agreement or for recognition and enforcement of any judgment in respect
hereof brought by the other party hereto or its successors or assigns may be
brought and determined in any Federal court located in the State of Delaware or
any Delaware state court, and each of the Company and the Stockholder hereby
irrevocably submits with regard to any such action or proceeding for itself and
in respect to its property, generally and unconditionally, to the exclusive
jurisdiction of the aforesaid courts. Each of the Company and the Stockholder
hereby irrevocably waives, and agrees not to assert, by way of motion, as a
defense, counterclaim or otherwise, in any action or proceeding with respect to
this Agreement, (a) any claim that it is not personally subject to the
jurisdiction of the above-named courts for any reason other than the failure to
serve process in accordance with this Section 8(i), (b) that it or its property
is exempt or immune from jurisdiction of any such court or from any legal
process commenced in such courts (whether through service of notice, attachment
prior to judgment, attachment in aid of execution of judgment, execution

4
<PAGE>

of judgment or otherwise), and (c) to the fullest extent permitted by
applicable law, that (i) the suit, action or proceeding in any such court is
brought in an inconvenient forum, (ii) the venue of such suit, action or
proceeding is improper or (iii) this Agreement, or the subject matter hereof,
may not be enforced in or by such courts.

(k) Expenses. Each of the Company and the Stockholder shall bear its own
expenses incurred in connection with this Agreement and the transactions
contemplated hereby.

(l) Action in Stockholder Capacity Only. The Stockholder makes no agreement
or understanding herein as a director or officer of Parent or in any capacity
other than as a stockholder of Parent. The Stockholder signs solely in its
capacity as a record holder and beneficial owner of Parent Shares, and nothing
herein shall limit or affect any actions taken by a representative of the
Stockholder in such representative's capacity as an officer or director of
Parent.

[SIGNATURES BEGIN ON NEXT PAGE]

5
<PAGE>

SIGNATURE PAGE TO PARENT STOCKHOLDER VOTING AGREEMENT

IN WITNESS WHEREOF, the parties have duly executed this Parent Stockholder
Voting Agreement as of the date first above written.

THE COMPANY:

SNYDER COMMUNICATIONS, INC.

/s/ A. Clayton Perfall
By: ___________________
Name: A. Clayton Perfall
Title:Chief Financial Officer

STOCKHOLDER:

HAVAS

/s/ Nicolas Duhamel
By: ___________________
Name: Nicolas Duhamel
Title:Executive Vice President and
Chief Financial Officer

6
<PAGE>

SCHEDULE I

Ownership of Voting Stock

<TABLE>
<CAPTION>
Ordinary shares
Issuable on Number of
Name and Address of exercise of Votes per
Stockholder Number of Shares Owned Warrants Share
------------------- ------------------------- --------------- ---------
<S> <C> <C> <C>
HAVAS SA
31 rue du Colisee 1,496,960 ordinary shares 105,786 1
75008 Paris (France)
</TABLE>

7
<PAGE>

ANNEX D

February 20, 2000

Board of Directors
Snyder Communications, Inc.
6903 Rockledge Drive
Suite 1500
Bethesda, Maryland 20817

Lady and Gentlemen:

Deutsche Bank Securities Inc. ("Deutsche Bank") has acted as financial
advisor to Snyder Communications, Inc. ("Snyder"), in connection with the
proposed merger of Snyder and Havas Advertising ("Havas") pursuant to the
Agreement and Plan of Merger, dated February 20, 2000, among Snyder, Havas and
HAS Acquisition Corp. ("Havas Merger Sub"), (the "Merger Agreement"), which
provides, among other things, for the merger of Havas Merger Sub with and into
Snyder (the "Transaction"), as a result of which Havas will become the owner of
all of the SNC Common Stock (as defined below). Any capitalized terms not
defined herein shall have the same meaning given to them in the merger
agreement.

As set forth more fully in the Merger Agreement, as a result of the
Transaction, each share of Snyder Common Stock, par value $0.001 per share
("SNC Common Stock"), will be converted into the right to receive American
Depositary Shares of Havas ("Havas ADS"), with each Havas ADS representing a
fraction (the "ADS Ratio") of a share of Common Stock of Havas ("Havas Common
Stock"), equal to the exchange ratio. The "Exchange Ratio" shall be calculated
as follows: (A) If the Average Parent Trading Price for 20 trading days ending
on the day immediately prior to the Closing Date in Euros is at least equal to
493 (the "Lower Collar Amount"), but not greater than 667 (the "Upper Collar
Amount"), the Exchange Ratio shall equal the quotient of (1) $29.50 divided by
(2) the product of (x) the Average Parent Trading Price in U.S Dollars
multiplied by (y) the ADS Ratio. (B) If the Average Parent Trading Price in
Euros is greater than the Upper Collar Amount, then the Exchange Ratio shall
equal the quotient of (1) $29.50 divided by (2) the product of (x) 667
multiplied by (y) the Average Exchange Rate (for 20 trading days prior to the
Closing Date for converting Euros to U.S. Dollars) multiplied by (z) the ADS
Ratio. (C) If the Average Parent Trading Price in Euros is less than the Lower
Collar Amount, then the Exchange Ratio shall equal the quotient of (1) $29.50
divided by (2) the product of (x) 493 multiplied by (y) the Average Exchange
Rate multiplied by (z) the ADS Ratio. The terms and conditions of the
Transaction are more fully set forth in the Merger Agreement.

You have requested Deutsche Bank's opinion, as investment bankers, as to
whether the Exchange Ratio is fair, from a financial point of view, to the
holders of SNC Common Stock.

In connection with Deutsche Bank's role as financial advisor to Snyder, and
in arriving at its opinion, Deutsche Bank has reviewed certain publicly
available financial and other information concerning Snyder and Havas and
certain internal analyses and other information furnished to it by Snyder and
Havas. Deutsche Bank also has held discussions with members of the senior
management of Snyder and Havas regarding the businesses and prospects of their
respective companies and the joint prospects of a combined company. In
addition, Deutsche Bank has (i) reviewed the reported prices and trading
activity for SNC Common Stock and Havas Common Stock, (ii) compared certain
financial and stock market information for Snyder and Havas with similar
information for certain other companies whose securities are publicly traded,
(iii) reviewed the financial terms of certain recent business combinations
which it deemed comparable in whole or in part, (iv) reviewed the terms of the
Merger Agreement and certain related documents, and (v) performed such other
studies and analyses and considered such other factors as it deemed
appropriate.

Deutsche Bank has not assumed responsibility for independent verification of,
and has not independently verified, any information, whether publicly available
or furnished to it, concerning Snyder or Havas, including,
<PAGE>

without limitation, any financial information, forecasts or projections
considered in connection with the rendering of its opinion. Accordingly, for
purposes of its opinion, Deutsche Bank has assumed and relied upon the accuracy
and completeness of all such information, and Deutsche Bank has not conducted a
physical inspection of any of the properties or assets, and has not prepared or
obtained any independent evaluation or appraisal of any of the assets or
liabilities, of Snyder or Havas. With respect to the financial forecasts,
projections and guidance made available to Deutsche Bank and used in its
analyses, Deutsche Bank has assumed that they have been reasonably prepared on
bases reflecting the best currently available estimates and judgments of the
management of Snyder and Havas as to the matters covered thereby. In rendering
its opinion, Deutsche Bank expresses no view as to the reasonableness of such
forecasts and projections or the assumptions on which they are based.

For purposes of rendering its opinion, Deutsche Bank has assumed that, in all
respects material to its analysis, the representations and warranties of Snyder
or Havas contained in the Merger Agreement are true and correct, Snyder or
Havas will each perform all of the covenants and agreements to be performed by
it under the Merger Agreement and all conditions to the obligations of each of
Snyder or Havas to consummate the Transaction will be satisfied without any
waiver thereof. Deutsche Bank has also assumed that all material governmental,
regulatory or other approvals and consents required in connection with the
consummation of the Transaction will be obtained and that in connection with
obtaining any necessary governmental, regulatory or other approvals and
consents, or any amendments, modifications or waivers to any agreements,
instruments or orders to which either Snyder or Havas is a party or is subject
or by which it is bound, no limitations, restrictions or conditions will be
imposed or amendments, modifications or waivers made that would have a material
adverse effect on Snyder or Havas or materially reduce the contemplated
benefits of the Transaction to Snyder.

This opinion is addressed to, and for the use and benefit of, the Board of
Directors of Snyder and is not a recommendation to the holders of SNC Common
Stock to approve the Transaction. This opinion is limited to the fairness, from
a financial point of view, only to the holders of SNC Common Stock of the
Exchange Ratio. Deutsche Bank expresses no opinion as to the merits of the
underlying decision by Snyder to engage in the Transaction or as to the price
at which SNC Common Stock or Havas Common Stock will trade following the
announcement of the Transaction. Further, Deutsche Bank expresses no opinion as
to the successful listing of the Havas ADS or the price at which the Havas ADS
or Havas Common Stock may trade or be transferable at any time. This opinion
speaks only as of the date hereof and is based on the conditions as they exist
and the information which we have been supplied as of the date hereof.

Deutsche Bank will be paid a fee for its services as financial advisor to
Snyder in connection with the Transaction, a substantial portion of which is
contingent upon consummation of the Transaction and a portion of which is
payable upon delivery of this opinion. We are an affiliate of Deutsche Bank AG
(together with its affiliates, the "DB Group"). One or more members of the DB
Group have, from time to time, provided investment banking, commercial banking
(including extension of credit) and other financial and advisory services to
Snyder for which it has received compensation. Members of the DB Group hold
approximately $35 million of Snyder debt which will become due upon
consummation of the Transaction. Additionally, Deutsche Bank provided financial
advisory services and received fees in connection with the issuance of the
Snyder circle.com common stock in October 1999. Deutsche Bank publishes
research reports regarding the marketing services industry, the advertising
industry and the business and securities of Snyder, Havas and other publicly
owned companies in such industries. In the ordinary course of business, members
of the DB Group may actively trade in the securities and other instruments and
obligations of Snyder and Havas for their own accounts and for the accounts of
their customers. Accordingly, the DB Group may at any time hold a long or short
position in such securities, instruments and obligations.

This opinion may not be published or otherwise used or referred to, nor shall
any public reference to Deutsche Bank be made, without prior written consent of
Deutsche Bank.
<PAGE>

Based upon and subject to the foregoing, it is Deutsche Bank's opinion as
investment bankers that the Exchange Ratio is fair, from a financial point of
view, to the holders of SNC Common Stock.

Very truly yours,

DEUTSCHE BANK SECURITIES INC.